Spider-Man: Shoulders of Giants
by AdventurousShadows
Summary: Peter Parker, still in high school, has a crazy life. Being a superhero can do that. But when he gains the attention of some of the most powerful people on the planet, will he be able to handle it? Slightly based on the MCU. Reviews are appreciated.
1. Chapter 1: Does Whatever a Spider Can

New York City. The city that never sleeps. The lights of Downtown Manhattan glowed, as people kept bustling around, the night just coming in. It was late in January, and the winter weather was in full effect, with light snow powdering the streets and sidewalks.

Among the tall, tall buildings in the city, was one that seemed to stand out to everyone who passes by. To anyone who sees this building, they know it's special, that it's different. One that seemed to be a sign of the future, and was a symbol for one of the most celebrated things in the world.

Stark Tower, embroidered by the large 'A' on the side, was wide awake.

Tony Stark, billionaire genius, was currently in his lab, tinkering as always. Scattered machinery, along with nuts, bolts, and various kinds of tools, littered the area. He was hunched intently over his work bench, sitting in his favorite swivel chair.

"JARVIS?" Tony asked, as he carefully slid a small piece of silicon into his newest device.

 _"Yes, sir?"_ The computer AI's voice answered from the speakers in the ceiling.

"How about playing some music, huh?" He asked, still working. "Some AC/DC, some Metallica? Come on, surprise me."

 _"Very well, sir."_

After a brief pause, the speakers started blaring "Paradise City" by Guns N Roses, making Tony approvingly chuckle.

"Oh man. JARVIS, buddy, you know me so well," he commended.

 _"I should hope so, sir,"_ he dryly responded.

Stark finally got up from his seat, dancing slightly to his music. "Alright," he clapped his hands. "Let's see what we got. JARVIS, activate the signal."

Suddenly, the device he was working on sparked to life, with a little blue light glowing on it. It rose in the air, as three small, metal extensions came out of its small, steel shell. It floated around, seemingly aimless.

"Hey!" The genius called, snapping his fingers as he tried to earn the little robot's attention. The blue light flickered slightly, almost as it was blinking. "Hey!" Tony called again, a little louder.

The little robot blinked again, this time seemingly focusing on Tony.

"Great," he said, before pointing over to a screwdriver. "Give me a hand."

The robot looked at the tool he was pointing at, before looking at the billionaire again, who urged him on with a raise of his eyebrows. The robot then slowly floated over to the screwdriver, until falling straight to the ground halfway through.

The robot blinked again, giving a little, confused squeak, as Tony was facepalming. He let out an exasperated sigh.

 _"I believe that was the ninth failed attempt, sir,"_ JARVIS commented.

"Great, because I forgot how to count," Tony sarcastically stated, "Any idea what happened that time?"

 _"I'll run diagnostics,"_ The AI stated, as Tony sat down in his swivel chair in frustration. _"Sir, it appears you have a visitor."_

"Damn right he does."

Tony looked over, as the music he was listening to cut out. It was his girlfriend, and current CEO of his company, Pepper Potts, a disapproving look on her face.

"Oh, sweetie," Stark tried to innocently say. "Hi!"

"Don't 'hi' me," she said, making the man deflate. "I thought we talked about this."

"I know what you said, and I totally respect that, but-"

"We said you were going to take a break on this-"

"I did take a break-"

"Five minutes-"

"Ten-"

"Is not a break," she said, firm.

Tony sighed. "But it'd be so helpful! A little helper bot, just handling things around here, helping me build things. Hell, I might even be able to weaponize them for the Iron Man armor. If it ever works, that is."

The ginger woman pinched the bridge of her nose, as the two slowly walked over to an elevator. The door automatically opens, as they step inside. "Where are the others?" She asked.

"Thor's in Asgard, Clint and Natasha are overseas, Bruce is still missing, and Steve is still upstate." He answered, as the doors closed and the elevator started to move up.

"Ever since we came back from California, you've been stir crazy," she told him.

"Well, it doesn't help that my baby is always out doing important business meetings," he quipped.

"You're the one who put me up to it," she reminded, as the doors opened to the large living room in the tower, with a large window view, large television, large leather couch, and large built in bar.

"I wanted to know what it was like dating a CEO," he told her, as he walked over to the bar and fixed himself a drink.

Pepper just stared at him for a second, with a look that was all too familiar with him. He rolled his eyes as he knew what was coming next.

"Take a break."

"But-"

"No. Take. A. Break."

"But...I don't wanna..." he whined.

"You're going to sit on that couch, and relax. No tinkering, no building, no superheroing, no Iron Man anything, ok?"

Tony took a sip of his scotch. "Are you going to join me?" He asked, hopefully.

She gave him a sweet little smile. "I wish, but I have a conference call I have to attend to."

Stark frowned. "You know, I don't remember working this hard when I was in charge."

"That's because I was the one doing the work," she shot back, smile still on her face.

"Fair enough," he relented, as he sat down on the couch, begrudgingly.

Pepper started to walk away. "JARVIS?"

 _"Yes, Miss Potts?"_ The computer helper asked.

"Make sure Mister Potts over there stays right where he is."

"I resent that!" Tony called.

 _"Will do, Miss Potts,"_ JARVIS said, as Pepper was about to leave the room.

"Cheer up, Tony. Maybe you'll find a new obsession on TV," she stated, before getting back in the elevator and having the doors shut.

"We'll see about that," Tony grumbled to himself, as he turned on his flat screen television, hoping that time flies by until he's allowed to get back to work.

* * *

Have you ever swung around a city at high speed while it was 15 degrees?

Peter Parker has, and he isn't a fan.

About a year and a half ago, during a high school field trip, Peter was bitten by a radioactive spider, which naturally, gave him spider powers, which in turn, made him Spider-Man.

Completely normal, right?

Well, with his new found powers, and some lessons learnt, Peter decided to become a super hero.

Which meant that he patrolled the city, no matter what temperature. And it didn't matter how much under armor you have on, or how many pairs of underwear you're wearing, if you swing around the city like Peter was doing, you're going to get cold.

Spider-Man was swinging around the New York skyline, spinning web after web, as he gracefully landed on the corner of a building rooftop.

"Boy, that's brisk," he shuddered, as he started rubbing his arms up and down for warmth. He looked down at the street below, to see regular people, just minding their business.

"Maybe I can call it an early night," he thought to himself, before a large, armored car came barreling dangerous down the street, swerving around traffic and making several people scream in the process.

Peter sighed. "Maybe not," he said, before jumping off the rooftop, swinging after it.

Meanwhile, inside the speeding car, two men were nervously watching over their backs, regularly checking the rearview mirrors as they sped away. "See any cops, man?" The driver asked.

"Nah man, I think we're in the clear," The passenger answered, looking at the driver.

"We just stole a car with, like, ten thousand dollars in it. We are so not in the clear."

"You worry too much," the passenger told his friend, before turning back to the window, to see Spider-Man's upside down masked face.

"Actually, I think he's worrying just the right amount," he quipped, making the man yelp in surprise. He then took out a pistol, shooting at the webhead, but missing as the hero disappeared from view.

"Crap man!" The driver panicked. "We got freaking Spider-Man on us?!"

Spidey poked his head back into view, this time on the driver's side. "This is the Spandex Traffic Police. I suggest pulling over before you guys have an accident. You know, besides the one in your pants."

The driver screamed in terror, as he started swerving harder, trying to shake Spider-Man off. Peter crawled his way up the side of the large car, and stopped at the top of it. He looked in the direction they were going, to see an unaware man ahead of them, crossing the road.

"Oh no," he mumbled to himself, before springing forward off the top of the van, swinging towards the man. The man saw the headlights get closer, as he froze up in fear. Right before the vehicle could strike him though, Spider-Man grabbed him from the air, and safely landed back on the road, the man in his grip, as the car sped away.

"Oh my God!" The man exclaimed, as Peter let go. "You're Spider-Man!"

"Yep, nice to meet you," The webhead greeted. "I'd love to stay and chat, but I have to punch some bad guys in the face." With that, he shot a web, and began to swing away.

"Go get'em Spidey!" The man called after him.

Back in the car, the two crooks were frightened. "Is he gone?" The driver asked.

The passenger looked into the side view mirror, to see Spider-Man high above the roads, swinging after them, and quickly getting closer.

The passenger reloaded his gun. "He will be," he told the driver, before he rolled down the window and started shooting at the webhead.

Peter felt his head start to tingle, as he quickly avoided the bullets the thief was firing at him. "Gun violence? In New York!? Has the whole world gone mad!?" He dramatically asked himself, as he contorted his way out of the bullets' trajectory.

He landed once again on the top of the armored car, making it lose control for a split second. Suddenly, a bright light filled Spider-Man's opaque lenses, making him block the light with his arms for a second. When he put them back down, he saw that it came from the spotlight of a helicopter.

Peter stared at it for a second, before turning his attention back to the task at hand. "Gotta stop these guys before they hurt someone..." he muttered to himself, as he tried to think of a good plan.

He then thought of something. He then jumped over to the driver's side of the vehicle again, and once more peeked inside to see the crooks. "Got your seatbelts on?" He asked, making them both jump in shock. He noticed that, no, they didn't have seatbelts on. The passenger then raised his gun again, this time shooting right past the driver, almost hitting him the process.

Spidey quickly avoided the attack, and jumped off behind the moving car, landing safely on the road. He then shot webs at the back tires of the getaway vehicle, making it stay in place, and making the crooks inside whip forward, their heads cracking on the reinforced glass.

Peter quickly made his way up to the car, opening the door to check on the two. He saw that they were still conscious, moaning about the pain, and holding their heads.

"You should always wear your seatbelt," he told them, before gently taking them out one at a time, and webbing them to the road.

Brushing his hands together, he let out a sigh of relief. "Glad that's over." He then heard sirens in the distance, as the helicopter put the spotlight back on him. "Maybe it's time to go," he determined, before shooting another web and swinging out of sight.

* * *

 _"As you can see from the footage here, Spider-Man seemed to of fought the robbery suspects, before stopping the armored car and restraining the two. We'll have more coverage of this story, as it develops. Be sure to tune into News at 11, as we cover-"_

The newscast droned on from the television, but Tony had stopped listening. He was instead smiling intently at what he had just saw.

"I think I found my new obsession..."


	2. Chapter 2: Snooping Stark

It was late at night, as Spider-Man quietly sneaked into his quiet home in Queens. He carefully opened the window to his room, and crawled inside, looking around to make sure the coast was clear.

It was. The room was dark, since he turned the lights off before he left. The moonlight was his only source of light, as he saw his desk covered in school papers, his backpack in the corner, his picture of Einstein sticking his tongue out on the wall, and some clothes on the floor.

He started changing his clothes, taking his mask off, and then grabbing his web shooters off from his wrists. Holding the devices in his hand, he checked the web fluid inside, to see that it was getting dangerously low.

"Better get a refill," he said, half in his normal pajamas, and half in his costume. He turned towards his desk, until he heard some footsteps coming up the steps outside his room.

"Shoot!" He whispered to himself, as he quickly dropped his web shooters and kicked them under his bed.

"Peter?" He heard his Aunt May calling from outside the door, as she knocked. "Are you up?"

"One second Aunt May!" He called back, as he quickly put his pajama top over his costume, hiding it from sight. "Ok, come in!"

The door creaked open, to show Peter's old, dear Aunt, concern on her face. "Are you ok, Peter?"

"I'm fine," he gently told her, a caring smile on his face.

"Are you sure?" She asked, as the old woman came farther into the bedroom. "You went straight to sleep when you came home today."

"Uh, yeah, I was just really tired. You know, with school and the Daily Bugle, I have a lot to do."

May gave him a tired smile. "I'm so proud of you, Peter. Always keeping busy to improve yourself."

Peter rubbed the back of his neck. "Heh, well, you know..." he awkwardly said, embarrassed.

May looked over at his bed, and raised an eyebrow. "Peter, what is that?"

Panicking on the inside, Peter turned towards his bed, hoping he didn't leave any Spider-Man stuff out in the open. He didn't, but instead found that his aunt was referring to the large lump under his bed.

Peter mentally scolded himself. He left that there in case Aunt May came into his room, so she thought he was there. "It's...pillows..." he answered.

"Pillows?" She repeated, confused.

"Uh, yeah. My back was a bit sore, so I laid on a bunch of pillows," he lied, amazed with himself that he was able to think of that.

Aunt May suddenly got a large flash of worry across her face. "Oh dear, was it those nasty bullies again?"

"No no, they've actually been leaving me alone for a while now."

"If they're still bothering you, you could ask Flash Thompson for help. You two were such good friends growing up, I'm sure he'd love to help."

Peter inwardly groaned. If she only knew. "Seriously, I'm fine Aunt May, don't worry."

May looked unconvinced, but decided to drop it. "Ok dear, how about you come downstairs for dinner? I made meatloaf," she told him, as she turned around and left the room.

Peter licked his lips. He loves her meatloaf. "Sounds great!" He exclaimed, following his guardian, happy to eat something after the night he's had.

* * *

The elevator dinged inside Stark Tower, as Pepper decided to check on Tony in the living room. She thought about checking his lab first, considering he has a bad habit of not listening to her, but figured that she would give him the benefit of the doubt. She walked out of the elevator, and into the large living room.

To her surprise, she was actually right. There was Tony Stark, billionaire, former playboy, philanthropist, sleeping soundly on the couch.

Pepper smiled at the display, happy that her boyfriend was finally getting some rest. She decided to just leave him on the couch, and not disturb him, as she made her way to the bedroom to go to sleep.

When the door shut behind her, Tony cracked open a eye to make sure she was gone. Satisfied, he quickly hopped off the couch, and went inside the elevator. The doors closed as he went straight to his lab.

 _"Sir,"_ JARVIS spoke, _"I'm not sure Miss Potts will appreciate you being up."_

"Well, as long as a certain AI program doesn't squeal on me, I should be fine," he retorted, as the doors opened to his lab.

 _"Sir-"_

"Don't be a rat, JARVIS," Tony told him, "And bring up everything we have on this Spider-Man guy."

 _"Very well, sir,"_ he responded, as a variety of holographic screens suddenly appeared in the air, all with various pictures of Spider-Man on them, accompanied by texts of information. Tony started swiping through it, trying to find something of use to him.

"What are the facts about him?" He asked his computer butler.

 _"The first reports of him first started 15 and a half months ago. He has appeared to fight several enhanced criminals, ranging from large men in rhinoceros costumes, to robots designed specifically to neutralize him. He is currently at the top of the NYPD's most wanted."_

That piqued Tony's curiosity. "For what?"

 _"Vigilantism,"_ the AI answered.

Tony scoffed. "Figures. Like there isn't any actual problems they need to deal with. How about theories? Anything we can speculate on the guy?"

 _"There's only a few, and sir, they don't seem to be that reliable."_

"Oh yeah? Try me," he asked, as he continued working.

 _"Some say that he's a myth, while others are saying that he's some sort of spider-like creature from Mars."_

Tony paused. "That is pretty stupid."

 _"Told you."_

Suddenly, a screen popped up in front of Tony's face, as a ringtone jingled. It had a picture of Steve Rodgers on it.

With a slight sigh, Tony tapped the screen and pushed it away. "Capsicle, any chance this can wait, I'm busy."

"Tony? Are you there?" Steve asked.

"Yeah!" He called, still scanning the information. "Right here, buddy."

"Tony? Hello?"

"Oh for God's sake, he has it on mute again. JARVIS?"

 _"Overriding the system now, sir,"_ the AI stated.

"Hello?" The living fossil asked again.

"Steve, how many times do I have to tell you, don't press the blue button when you make a call."

"Right, I know," he said. "It's just right next to the other one I have to press."

"No it's not!" Tony scoffed. "It's on the other panel!"

Cap went silent for a few seconds. "Can we just get to business?"

"We have business?"

"What are you doing?" He bluntly asked.

Tony feigned ignorance. "I'm not sure what you're talking about."

"You've just accessed the SHIELD database for the first time in months," he said, direct.

"Soldier, have you been spying on me?" Tony teased.

"No, you've set off a whole lot of alarms, because you don't have access to those files."

"Hasn't stopped me before," he bragged.

"What are you doing?" Steve asked again.

"Have you ever heard of Spider-Man?" Tony asked point blank, shoving some more virtual files away from him.

"The vigilante?" He asked. "Sure, what about him?"

"I've decided to study him."

"Tony, no."

"Steve, yes."

"We have little to no information on the guy. He is potentially very dangerous," Steve warned.

"Yeah, but he's also spending his free time beating up street punks and saving cats from trees. In my book, he's aces."

"Tony, I don't like this."

"Well, too bad. Cause in the time we've had this conversation, I've been able to estimate his age, race, height, weight, and living radius. So, bye."

With that, Tony tapped the screen again, cutting off Steve's protests. "JARVIS?"

 _"Yes, sir?"_

"Clear my schedule for tomorrow," he ordered.

 _"Of course, sir."_

* * *

"Peter? Come on man, wake up."

Peter, who was at school, resting at his lunch table, lifted his head up, to see a teenager with short, red hair. His best friend, Harry Osborn.

"Oh, hi," he lamely greeted, falling back down.

"Dude, you ok?" Harry asked, sitting down next to him.

"Yeah," He responded, "Just real tired." It was lunchtime at Midtown High, as a lot of Peter's classmates loudly chatted and ate in the cafeteria.

Suddenly, Peter felt something wet hit him in the back of the head. He raised his head, and grabbed the wet object to see that it was a sloppy cheeseburger.

He turned around to see Flash Thompson and Kenny Kong obnoxiously laughing. "Enjoy your lunch Parker!" Flash sneered, before the two bullies walked away.

Harry gritted his teeth, as he started to get up from his seat to follow them only to get stopped by Peter putting a hand on his shoulder.

"Let them go," he told his friend. "They're not worth it," he stated, as he cleaned himself up using a napkin.

Harry crossed his arms. "They're only going to keep doing it if you don't stick up for yourself."

"Ok, so I'll stick up for myself. But you, sit," Peter ordered, pointing at Harry's seat, and making him groan.

"Fine," he complained, as he took a bite of his food, munching slightly.

"So, how's it going with your dad?" Peter asked, knowing how difficult the relationship between the two can be.

Harry shrugged. "Same as usual. Stormin' Norman is busy being Stormin' Norman. Apparently he's doing government contracts now."

Peter was about to press on, but was interrupted by the whine of the PA system. "Uh, attention students, attention," the principal of the school said, his voice sounding unsure.

Peter raised an eyebrow. His principal never sounded like that. Not even when he was arguing to make the school year longer, to overwhelming disapproval.

"Uh, we will be having a surprise assembly in the gym, right now. All students are to report to the gym now for a, uh, special speaker. Thank you." With that, the PA had cutoff.

Peter and Harry looked at each other, as the lunchroom started to file out. After sharing a confused glance, they followed suit, walking down the drab halls of the high school, eventually making it to the large gymnasium, the bleachers filled to the brim with unruly students.

The two scanned the area, before seeing a beautiful, redheaded girl, and an equally beautiful blond girl waving to them.

"There's Gwen and MJ," Harry pointed, before the two made their way up to them.

"Saved ya a seat, tiger," Mary Jane Watson said, calling Peter his nickname.

"Thanks," Peter said, before waving to the blonde next to her. "Hi Gwen!"

"Hi," Gwen replied back, a light blush on her face.

The four sat together, as they all discussed the possibilities that could of caused the surprise assembly. Usually, everyone in Midtown knew at least a week in advance when there was going to be an assembly, making this really strange.

"You think Principal Beck is resigning?" Peter asked.

"I hope so," Harry answered. "The guy's a jerk. 'Oh, I use to be in show business, ooooooh.' Pfft."

Principal Beck then walked up to the podium that was set up in the middle of the gym floor, as he tapped the microphone a few times to gain the student's attention. "Hello, everyone. Now, I know some of your are wondering why we are having this assembly."

Peter nodded. He WAS wondering what was going on.

"Well, to be perfectly honest, it came as a complete surprise to us too. A man walked into the office, and asked to speak to all of you. That man, is someone who I am sure all of you are quite familiar with."

The entire gym started speaking in low tones to each other, openly wondering who it could be.

"He is a billionaire, a scientific pioneer, and a man who has saved the city, not to mention the world, dozens of times. Please welcome, Iron Man himself, Tony Stark!"

Tony freaking Stark himself came out, wearing a suit and sunglasses, and waving to the crowd. They responded in unbelieving silence. He walked up to the podium, shaking Principal Beck's hand, before grabbing the microphone and putting it to his mouth, smirking.

"Hiya."


	3. Chapter 3: Face to Face

The gym finally shook off its stunned silence, and erupted into surprise chatter with each other. Peter just stared dumbly, as he absent-mindedly started to smile.

Tony Stark. The Tony Stark. In his school. Talking to his school, just because. Peter was amazed. He had practically worshipped the man, as the millionaire was basically the reason he got interested in science in the first place.

Meanwhile, Tony just watched the surprised reaction of the crowd. Needless to say, he was loving this. Making a bunch of teenagers lose their minds just by his presence. It soothed his ego. However, he was there for a reason.

"Spider-Man," he suddenly said into the microphone, making the entire crowd hush in confusion.

Peter felt his heart sink.

Stark smirked. "Now that I have your attention," he started, showing that the webhead wasn't what he wanted to talk about. "I would like to talk about something very near and dear to my heart. Stark Industries."

He took the microphone off the podium, as he began to walk around with it.

"Now, with that company, I started projects that helped propel the world into the way it is today." He shrugged. "For better or worse," he admitted. "It was my baby. But now, I have a whole bunch of babies to take care of. They're called the Avengers."

The crowd laughed at the joke. Peter frowned. It was ok, he guessed.

"The point is, I'm much busier than I use to be. So busy that I don't exactly have time to do all the things I want to do. I mean, I'm a genius, but I haven't figured out how to make time stop."

"Where's he going with this?" Mary Jane asked Peter, who merely shrugged.

Tony continued. "Which is why I will be taking over your principal's office-"

"Wait, what?" Principal Beck quietly asked.

"And will be interviewing anyone here who is interested in an internship for yours truly." He then pointed at himself, before mouthing the word 'me'. "You don't have to be good at science, or math, or be particularly smart at all. It definitely helps, a lot, but it's not necessary. Come on down, and we'll see if you're unique enough for the job."

With that, he dropped the mic, and walked out, making the school go nuts in the process.

Mary Jane squealed in delight. "Can you imagine interning for Iron Man?" She asked, as she turned and grabbed Gwen's hands.

The young Stacy girl was just as excited. "Can you imagine having that on your college transcript? You could get into any university you want!"

"This is awesome!" Harry exclaimed, playfully punching Peter in the arm.

Peter silently agreed, as he smiled. That internship was his.

* * *

Norman Osborn was not a patient man.

He liked being the one in control. The one to make all of his hours and decide when he was going to do what. He like being able to go from project to project, meeting to meeting to meeting, and conference to conference when he, and only he, wanted to.

So why on God's green Earth did he agree to wait in his office for a meeting?

He impatiently tapped his desk, as he was seated behind it, waiting in his office. He stared at the double doors that lead to the room, waiting for his client to show up. He wished the roles were reversed, that way he could of checked on any of the other projects his corporation was busy making at the moment.

Instead, he was here, wasting time.

The doors opened, making him perk up. He saw an old, bald man in a suit, holding a briefcase.

He rose out of his seat. "Dammit Toomes!" He scolded. "Don't you own a watch?"

The older man shut the doors behind him. "A pleasure to see you too, Osborn."

Osborn continued to berate him, as he placed the briefcase on the desk. "Four O'clock is four O'clock. I have a company to run. I can't afford to wait around for Uncle Sam to 'grace' me with their presence."

The government agent frowned. "Osborn, when it comes to the US government, your time is our time. Got it?"

Norman went quiet. Most people were too intimidated by him to respond when he started talking. Interested, he narrowed his eyes, and crossed his arms over his imposing figure.

Adrian took that as a sign to continue. "I assume you know about our proposed weapons contract with Oscorp?"

Osborn nodded. "Yes. I've been talking to your superiors about it for the last three days."

Toomes smiled. "Good. We're looking for a contractor who could give us the type of weaponry the government is looking for. One who doesn't have as many qualms as, say, Stark, for instance."

Norman smirked slightly. "That won't be a problem."

Toomes opened up the briefcase. "I'm happy to hear that," he told Osborn, as he gave the CEO of Oscorp a small vile, containing a green liquid.

Osborn examined the liquid, as his expression soon changed from curious to shocked. "Is this the-?"

"Yes," Adrian answered. "The Super Soldier serum. Or at least, an unstable prototype."

Norman just stared at it in awe.

"Are you ready to make history?"

* * *

"And that's when I caught the pass that won us the championship gold!"

In the principal's office at Midtown High, Flash Thompson was currently trying to convince Tony Stark of giving him the internship.

"That's not all though, I could also get us some hot babes to hang out with. I mean, I know you're a ladies man, but so am I, and I could totally get us a few dates, if ya know what I'm saying," he boasted.

"Uh-huh," Tony responded, bored.

"Yeah, we could totally hang out, and like, fight super villains and stuff, and maybe you could show me how to use the Iron Man suit, and-are you playing on your phone?"

Sure enough, Tony was messing around on his phone. He peeked up, seeing the confused face of the jock. "Yep," Tony answered, still playing away. "Tetris, to be precise. But please, tell me the rest of that football story."

"Uh, I actually finished telling it. I, uh...I don't got the job, do I?" He asked, deflated.

"Wow, there is a brain in that head," he said, unapologetic. "Send the next guy in."

Flash disappointedly got up, and made his way out of the office. He saw Peter next in the very large line.

He purposely bumped into his shoulder on the way out. "Get outta my way, Puny Parker."

Peter rubbed his shoulder, a little sore from the contact, before he went right into the office. He closed the door behind him, as he just looked at the millionaire for a second.

He was in the same room as Tony Stark. He was about to talk to Tony Stark. Did he mention that this was Tony Stark?

Peter stuck his hand out, as Tony looked at it in curiosity. "Hi, my name's Peter Parker, and I'm a big fan of your work."

Tony considered the boy for a second, and was just about to brush him off.

"Not just the Iron Man stuff, but also your work on arc reactor energy."

That got the genius' attention, as he shook his hand. "Charmed," he told the student, as he took a seat in the chair opposite of him.

As Peter started nervously talking, Stark studied the brunette, and took note of his appearance. Nothing flashy, just a plain grey hoodie and jeans. If he had to guess, the kid was poor. He looked around Spider-Man's build, unlike that meathead from earlier.

Peter blabbered on. "-also, I've written multiple thesis papers about some of your work, and how it may interfere with some projections by Doctor Pym, and-"

"What's your height?" Tony asked, out of nowhere.

Peter was stunned, just by how random the question was. "Uh, about 5'10. Why?"

Tony shrugged. "Just standard procedure. And your weight?"

"I don't know...140? 150?"

That sounded about right to Stark. The voice, accounting for any distortion on over video feeds he studied, seems like it would work too. The fact that the boy seems really bright is just a bonus.

There's a good chance that Tony caught his spider. Now he just has to reel him in.

"So, Peter, was it?" Stark asked, earning an eager nod from the teenager. "Did you want anything specific from this internship?"

Peter furrowed his brow. "What do you mean?"

"Well, some people do it for experience, or for college credit," Stark explained, as he leaned forward. "Others have...their own reasons."

Peter suddenly felt uneasy. What was he trying to get at? "Uh, I'm in it for the experience, sir."

Tony's gaze burned a hole through him, as if trying to read his mind. The two stayed like that for a few quiet, agonizingly long seconds. Finally, the room shook, as the two heard some kind of commotion going on outside of the school.

"What the heck?" Peter asked, as he and Tony both stood up from their seats.

"Sorry kid, this conversation's going to have to wait," Stark told him, as he quickly sprinted out of the room.

Peter quickly went out of the room too, and ran in the opposite direction.

"Note to self, thank whoever this is for getting me out of an awkward situation. Right after I punch him a few times in the face," he mumbled to himself, as he was ready to swing into action.


	4. Chapter 4: Rhino Rampage!

Outside Midtown High, people were screaming in panic, as a few cars were overturned and a few cracks were visible in the pavement. Spider-Man swung onto the scene, landing on an abandoned car as civilians were running past him.

"Well, this is a good sign," he said aloud, before he heard heavy stomping coming his way.

A pile of cars were immediately flipped forward, as a large man wearing a grey suit with a horn on it charged through.

"Rhino!" Spider-Man exclaimed, as the large behemoth stopped at the sight of him. "Hey buddy! I didn't know you were going back to school! Good for you!"

Rhino growled in frustration. "You!? Why are you here!?"

"What, can't a friendly neighborhood spider be friendly in a neighborhood?" He asked, before Rhino charged at him. Peter jumped off the car, narrowly avoiding the attack, before landing on the road nearby.

"I ain't here for you wallcrawler!" Rhino roared, as he threw a huge punch at Peter, who dodged it.

Spider-Man jumped over another fist, before landing right on Rhino's back, and started to punch him in the back of the head. "Come on hornhead, just give up. I've beaten you more times than you can count."

"We only fought like, twice," Rhino responded, as he stumbled around slightly.

"Yeah, more times than YOU can count," he quipped, as he kept hitting the large man.

"Oh, you got jokes?" Rhino angrily asked.

"Uh, yeah. It's kinda my thing."

"How's this for a joke!?" Rhino roared, before grabbing Spider-Man off his back, and throwing him hard into the side of a car a couple yards in front of him, making the webhead crumple down to the ground.

"Not...the best joke...I've ever heard..." Peter quietly muttered to himself, in pain. "Ow..."

Rhino snorted in frustration, as he slowly walked up to the dazed hero. He grabbed Peter by the head with one hand, and picked him up. "Now, where's Stark!? I know he's here!"

"Stark? What..?" Spidey asked, still not exactly sure what was happening.

"Fine, you don't know where he is!?" Rhino yelled, as he slowly applied more pressure to Peter's head. "I'll find him myself!"

"Someone looking for me?"

Rhino turned, to see Iron Man, yellow and red, standing down the road from him.

The faceplate of the armor opened, showing Tony's face. "Wow, aren't you a big one."

Rhino dropped the webhead, who landed on the ground with a thud. "If it ain't Iron Man!"

"Last time I checked, yeah. How about you step away from the kid, and give up?"

"How about I break open that tin can of yours?" Rhino threatened.

Tony sighed, as he closed the faceplate. "It's always the hard way..." he complained, before he raised his hands up, and had them charged up. He shot a repluser beam right at Rhino, sending the criminal flying away from the scene.

Tony then walked up to the webhead, who was only just starting to get his bearings back. "Anyone got the number for animal control?" He absent-mindedly asked, before his eyes focused on the Avenger in front of him.

"Are you ok, kid?" Iron Man asked.

Peter was silent. He was staring at one of the world's greatest heroes, and seeing his reflection in his shiny visor.

"Kid?" Tony asked again.

"You're Iron Man," Peter dumbly stated.

"Uh, yeah."

"I just got saved by Iron Man," Spider-Man stated. "I am totally geeking out right now. I'm geeking out so hard that I'm getting dizzy. Of course, that might just be my concussion..."

Tony smirked inside his armor. "Hey, I'm a big fan of yours too. I saw you take down that armored car the other day. Impressive."

Peter rubbed the back of his head in embarrassment. "Ah shucks, you're making me blush."

The moment was interrupted by a car flying towards them, making Spider-Man jump out of the way, and Iron Man cutting the car in half with a laser beam. The two looked back, to see Rhino charging towards them.

"I'll kill you both!" Rhino exclaimed, as he charged at the armored avenger, grabbing him in the process.

"Hey!" Tony protested. "No touchy!"

Rhino then took a hold of one of Iron Man's legs, and slammed him into the ground, dragging the man through the asphalt of the road in the process. Rhino stopped in his tracks, before throwing the genius up into the air, and slamming him back down to the ground.

Tony groaned in pain, as Rhino planted a foot on the man's back. "I always wanted to squish an Avenger," he told the shellhead, as he put more and more pressure on him.

"Hey, Big Dumb and Ugly!"

Rhino turned around, to see Spider-Man, using his webs, slingshot a manhole cover right at his exposed face, knocking the villain off of Iron Man, and dazing him.

"My turn," Tony said, before he rose out of his crater, and delivered a hard right hook to Rhino's temple, who was still standing.

"Smush...you..." Rhino quietly grumbled, knocked for a loop.

"What's that? Kick you in the face?" Spider-Man asked, before swinging towards Rhino and having both of his feet connect with the large thug's face. "Good idea."

Rhino stumbled back a bit, before finally collapsing on the ground, knocked out.

Spider-Man stretched, trying to ease his muscles, as Iron Man rotated his arm. "Does it always hurt fighting this guy?" Tony asked.

"Usually it hurts a lot more," Spidey explained. "Thanks for the help."

"Anytime..." Tony told him, as Spider-Man went over to the large man and started to web him up into a cocoon.

"So, Peter?"

Spider-Man froze at the sound of his real name, as he slowly turned back towards the Avenger, who now had his faceplate down to reveal his smirk.

"I think it's time we finished that talk."

* * *

Wilson Fisk was a philanthropist.

He was a rich man. A man who could donate to any charity, a man who could help anyone he pleased.

However, the only man he ever wanted to help was himself.

He was known by many names. But only one name means anything at all to the man.

Kingpin.

"Report," he ordered the man next to him, as he sat at his desk in his tower.

The man, who wore a dark red mask and white suit, read the contents of his tablet. "We've taken control of over 13% of all drug operations in lower Manhattan. It also seems that we have taken over at least five gangs in the Brooklyn area."

"Good," Fisk grinned, as the large man looked out the window of his top floor office.

"We seem to have a problem though," the Rose informed him.

The mob boss immediately frowned. "What is it?"

"As usual, Spider-Man is halting our operations in Queens and certain areas of Manhattan. However, we're completely being stopped in Hell's Kitchen."

"Hell's Kitchen!?" Kingpin fumed. "What's so damn special about Hell's Kitchen!?"

"It seems we have an enemy or two inside the area," Rose answered calmly.

Fisk hit the arm of his chair with his fist, breaking it off entirely. "Mister Rose, as my right hand man, I expect matters such as these to be dealt with quickly, and quietly."

"Of course, sir," Rose agreed.

"As such, I expect you to get a handle on this, NOW!" Kingpin growled. "I want complete control of this city, and I will not stop for anything less. Is that understood?"

The Rose was not phased in the slightest. "Absolutely."

Kingpin tented his fingers, as he looked back out the window. "Good."

* * *

Spider-Man just stared at Iron Man, not able to move. Not able to breathe.

He knows. He knows he knows he knows he knows he knows.

"Well, Peter?" Tony asked again. "What do you say?"

Peter inwardly cringed. His name coming out of the millionaire's mouth was like nails on a chalkboard.

"Who?" Spidey asked, feigning ignorance.

Tony rolled his eyes. "Do you really think that's going to work?"

Peter went quiet for a moment, a million thoughts racing through his mind. He looked back to the school, to see a lot of his classmates looking at the two through the windows, in awe of the sight of the two heroes.

Without warning, Spider-Man jumped in the air, and started to swing away from the scene.

"Hey!" Tony called, dropping the faceplate back down and flying after him. He followed the webhead as he sped through the air, swinging from one web to the next.

"Hold up! I just want to talk!" Iron Man pleaded, as he followed the boy halfway around Queens.

"Yeah?" Peter called back, as he gracefully soared through the air. "Well maybe I don't want to talk! Ever thought about that!?"

Iron Man was able to fly closer to the costumed teenager. "Kid, I've watched most of your work in the past 24 hours. You always want to talk."

Peter then landed on a nearby rooftop, only to be joined by the Avenger a second later. "What do you want!?" He asked, turning around in fury.

"Honestly, I just wanted to meet you," Tony explained, showing his face again. "I don't know why you're all huffy."

Peter's eyes widened under his mask. "You came to my school just to find me!? Are you serious!? Why do you think I'm all huffy? Did you think I'd be cool with some random guy knowing who I am!?"

"Uh, I'm just some random guy?" Tony responded. "Uh, hello, I'm Tony Stark. Ya know, Iron Man? I'm not just some random guy."

"So, how'd you find out?" Peter interrogated. "Got some secret mind reading device at Avengers Tower? Maybe you have a secret telepath on the team? Called one of those psychics for three dollars a minute? What!?"

"Actually, I just figured it out," Stark explained.

Peter went quiet, as he was absolutely dumbfounded. "What?"

"I saw you on TV, thought you were interesting, came to your school, met you, and then put two and two together. I am a genius, and it wasn't like I was trying to figure out the Da Vinci Code."

Peter rubbed the back of his head. "Was I that obvious?" He asked.

Tony shook his head. "No. I'm just that good." He bragged.

Peter just looked to the ground, suddenly depressed that his secret was so easy to figure out by the Avengers. "So...what happens now?" He asked.

"Now?" Tony repeated, as he smiled. "Now, we go back to my place."


	5. Chapter 5: A Spider in Avenger's Tower

Deep in a laboratory, a lone man walked into a dark room. He was well built, and wearing a plain white shirt, and sweat pants. A lone light came on, which made the brown haired man shield his dark brown eyes.

A speaker buzzed to life, a woman on the other end. "Subject 001, Codename, Stinger. Are you ready, Mister Gargan?"

"Yeah, whatever," Mac said. "If it gets me outta jail, then I'm ready."

A large capsule popped out of the floor next to him, making him jump back slightly in surprise. A door slid open on it.

"Please step into the pod," the voice directed him.

"Uh, what exactly is this, anyway?" Mac asked.

"Please step into the pod, Mister Gargan," the voice repeated, not setting the crook at ease in the slightest.

"Alright..." he reluctantly agreed, knowing that if these people could get him out of prison, they could surely put him back in. He slowly made his way into the pod, the door closing on him.

Suddenly, he felt something pierce into his back. "Wait, wha-?"

"Putting on the suit," the woman said.

"Wait, no, please!" Gargan pleaded, as his entire body started erupting with pain. "NOOOOOOOOO!"

* * *

"Yes, I took him out of the school."

Peter, now in his civilian clothes, looked at Tony Stark across from him. They were both inside the Quinjet, as Tony had set it to autopilot to talk to the young teenager's school.

"Well, I chose him as the intern. I was going to tell you, but then a giant idiot in a rhino costume attacked your school," he said into his cellphone.

Peter twiddled his thumbs, feeling a little awkward. To recap, one of the most powerful heroes on the planet found out his secret identity, and now he was in a super jet while a multi-millionaire argued with his principal.

It's official. He's gone insane.

"Are you seriously trying to say that I was wrong in saving a young boy's life?" Tony asked, not impressed with Principal Beck.

Peter raised an eyebrow, as Tony shrugged. "That's right, I saved him. Poor kid almost got trampled. He was pretty shaken up, so I figured he'd feel better if he hung out with his hero for a while," Tony explained, making Peter glare at him. "Uh huh. Yep. Alright. Thank you!" Tony emphasized, before hanging up.

"You saved me?" Peter incredulously asked.

"Uh, who stopped him from squishing your head?" Tony argued.

"Who stopped him from squishing your armor?" Peter shot back.

Tony smirked, before nodding his head in slight agreement. Peter looked out the window, to see Stark Tower coming into view. He stared wide eyed as the jet descended and landed in the flight bay.

"Welcome to my slightly more than humble abode," Stark told him, as the two made their way off the jet. The millionaire led Peter out of the flight bay, and into an elevator. It rose up, before dinging and opening to the living area.

The two walked out, as Peter looked around in awe. The spacious room just screamed wealth and style, something which Peter, growing up with a lower middle-class family in Queens, wasn't use to.

"Want a drink?" Tony asked, as he made his way over to the bar in his large living room.

"Uh, I'm 16, you know," Peter said, as he watched Tony pour himself a glass of whiskey.

"I wasn't offering you an alcoholic drink!" Tony explained, taking a sip of his liquor. "I meant a soda. I'm not that irresponsible."

Peter was still a bit on edge. "Uh, sure. Got any Root Beer?"

"JARVIS!" Tony called.

 _"Yes, sir?"_ The AI answered, making Peter look around in confusion.

"Bring out the mini fridge," he ordered.

 _"Right away, sir,"_ JARVIS said, as he obediently had the small fridge pop out of the wall near Stark. He then promptly opened it, grabbed a can of soda, and threw it towards the teenager, who caught it.

"Was that your computer AI system?" Peter asked, as he just looked at his can in wonderment.

"Oh, JARVIS?" Tony asked. "Yep. Probably my best creation. How'd you hear about him?"

"I read about him in Science Monthly. Apparently you had him interfaced in your Iron Man armor too?" Peter asked, before opening his root beer. It fizzed over slightly.

"So you really are a science guy," Tony stated, as he walked over to Peter. "I thought you just said that to butter me up."

"Nope, grade A nerd, right here."

Tony seemed to consider this. He then sat down at a bar stool, and motioned for Peter to sit next to him. The teenager complied.

"So, tell me," Tony started. "How'd you get your powers?"

Peter rubbed the back of his neck. "Uh, well, I was on this field trip, to this lab, and a uh, spider, bit me."

Tony stared at him quietly for a moment.

"What?" Peter asked.

"You're kidding, right?" Tony asked, incredulously.

"Nope."

"A spider bite gave you powers."

"The spider was radioactive."

"Yeah, that makes everything ok," Tony sarcastically stated. "Anyway, you're Spider-Man now."

"Yep. It gave me all of my powers. Except for the webs. I made those myself."

That grabbed Tony's interest. "Really? You made them yourself?"

Peter nodded. "I just mixed a couple of easy to get chemicals together, and voila, webs."

Tony looked impressed. "So you're a chemist?" He asked.

"I also tinker with certain things. I mean, I had to make something to shoot the webs, you know?" Peter said.

Tony just looked at the young man. "You and I are going to get along just fine," he stated.

Peter frowned. "Look, I can't tell you how cool this whole thing is, but we have to get something straight. I don't like people knowing who I am. You can't tell anyone else who I am. Not the Avengers, not your best friend, no one. Ok?"

Tony shrugged. "Fair enough," he answered, as he got out of his seat, and started walking towards a drawer of his. He opened it up, and started searching for something.

The door to the room suddenly opened, as Pepper walked through, looking at something on a tablet she was holding. "Tony, where did you store the files for-"

She went quiet when she looked up, and saw Peter sitting there. Not sure what to do, he awkwardly waved. "Uh, hi."

She then looked towards Tony, who was still searching for whatever he was looking for. "Tony, who is this?"

Tony kept looking. "Oh, him? That's Spider-Man."

Peter's mouth gaped opened, as he held his arms out in exasperation. "Dude!" He cried.

"Sorry, but she's my girlfriend. Kinda have to tell her everything. Don't worry though, she can keep a secret."

Peter crossed his arms, and frowned. "Fine, whatever," he huffed.

Pepper sighed. "Tony, why did you bother this poor kid?"

"I thought he was cool!" Tony defended, still searching. "Besides, I'm giving him an internship, so it's fine."

Pepper shook her head, before turning back to Peter. "Well, I'm Pepper Potts, nice to meet you," she said, holding out her hand.

Peter shook it. "Peter Parker."

"Here it is!" Tony exclaimed, before pulling what looked like a credit card.

"Wow, you just met me and you're already letting me spend your money?" Peter joked.

Tony rolled his eyes. "You wish. This is a communication card. Keep it on you, and we'll use it to keep in touch," he explained, before handing the boy the card.

"So, uh, what happens now?" Peter asked.

"Now, you come here every night at 5. You're my intern, so you're going to be, you know, interning." Tony then chuckled. "A superhero intern. Gotta love life, huh?"

"Sorry, I kinda blanked out after the words,'superhero intern'," Peter stated.

Tony smirked. "Just be here at five, smartass. Now if you'll excuse me, I have a date with my lady."

"Yes, he does," Pepper confirmed. "After I get finished yelling at him for breaking into a high schooler's life."

Tony nervously smiled. "Uh, yeah. After that. Bye kid."

Peter snickered to himself. "Bye," he said, as he left. On his way out, he heard the bickering of the two lovebirds.

Suddenly, he remembered the fact that he hadn't been to the Daily Bugle in a while. Maybe it was time to make a visit.

* * *

Where was he?

He couldn't remember where he was. Everything was so blurry. He...

What is he wearing? What is this? He-He can't get it off. Why can't he get it off? Who did this to him? Who could...

He needs help. This...thing. Whatever this is. It hurts. It hurts so much. He needs it off. Off of him. This was a mistake.

A mistake? What did he do? He can't remember, he needs someone.

Stark. He needs Stark. Wait, who was Stark? Stark was Stark.

And he'll get him. By God he'll get him.

* * *

Peter walked into the Daily Bugle's publishing floor, to see the hustle and bustle of journalists. Writers, editors, and everyone in-between were frantically moving around, trying their best to get the next edition of the paper out.

Peter wasn't phased. He was use to this by now. He walked up to the paper's resident secretary, Betty Brant.

The young brunette woman was on the phone, apparently on hold, when she noticed the teenager approaching her desk. "Hey Pete," she greeted with a smile. "Jolly Jonah's in his office. And he's been waiting for you."

"Uh oh," Peter said with a small smile. "Is it bad?"

"AAAAAARGH!" He heard a man yell from the back.

Betty nodded. "It's bad."

"Great, thanks Betty," he said, before walking towards Jonah's office.

Once inside, he saw the familiar face of J. Jonah Jameson, smoking a cigar, vein bulging out of his forehead. He was arguing with Robbie Robertson, as per usual. The fighting stopped however, when Jameson laid eyes on Peter.

"Well well well! If it ain't the laziest photographer in town!" Jonah greeted, with his usual demeanor.

"Hi Mr. Jameson," Peter greeted back, before looking towards the city editor. "Hey Robbie."

"Hey kid," Robbie greeted warmly.

"Don't 'hey kid' him!" Jonah erupted. "Where the hell have you been kid? Milan? I'm running a paper here! And you're not getting me the pictures I want!"

"It's ok," Peter said, as he reached into his pocket, "I got them right here."

He pulled out some photographs, and handed them to the editor in chief. He sorted through them, seeing picture after picture of Spider-Man. He smiled to himself. "Good work. Robbie, here's your headline. 'Spider-Man: Terror on Webs!' Catchy, ain't it?"

Peter inwardly sighed. Some things never change. "So...about my paycheck..."

"Huh?" JJJ grunted. "Oh, right. Talk to Brant, she has something for you."

With that, Peter walked out of the office, and went to Betty's desk. She had an envelope on it, which she urged him to take. With a smile, he did, and made his way towards the stairs, to leave.

Suddenly, he felt something in his pocket vibrate. He pulled out the object, to show it was the communication card, flashing red. Peter stared at it, confused, when the card started showing an image. It was showing where the distress signal was coming from.

Peter looked at the image. It almost looked like...

"Avengers Tower..." he mumbled to himself.

The elevator opened up, as Peter quickly made his way out of the building, and into an alleyway.

Tony needs help. And only Spider-Man can do it.


	6. Chapter 6: Good Stark Hunting

It was nighttime, as it began to lightly snow. Spider-Man swung as fast as he could towards Avengers Tower, cold air whipping by him, greatly concerned. He landed on the side of the building, and proceeded to crawl up towards the balcony on the top floor. Once there, he jumped over the railing, and made his way inside the living area.

"Oh man..." he mumbled, as he took in the sight of the room.

The room was in tatters, with the bar all but destroyed, the couch shredded and overturned, and scorch marks covered the smooth floor and walls. The place looked completely trashed, and deserted.

Peter's opaque lenses scanned the room. "Mister Stark?" He called, as he walked around, searching. "Tony? Miss Potts? JARVIS? Anyone?"

His spider sense suddenly flared up, making him duck down as an arrow soared over his head, and embedded itself into the wall behind him. He looked back, to see a blonde archer, and a beautiful redhead, glaring at him.

"Black Widow and Hawkeye," Peter dumbly greeted. "Hi."

"Where's Stark!?" Hawkeye growled, before shooting another arrow right at Peter. He jumped out of the way, clinging to a wall in the process.

"Whoa, calm down Robin Hood, I'm on your side!" Spidey tried to explain, as he jumped out of the way of another arrow. This one exploded behind him, the force of the explosion knocking Peter down to the ground, stomach first.

"Ow," Peter quickly said, looking up. He saw Black Widow there, throwing down a kick straight towards his head.

Spider-Man quickly rolled out of the way, shooting a strand of web at Widow's feet, tossing her away and getting back to his feet. "My aunt always said I'd have to beat the women away, but I never thought-"

His head tingled again, as he turned around, only to have Hawkeye's fist meet his face. Peter flipped back from the impact, but landed in a crouching position as he rubbed his jaw. "Ouchie mama, that's some right hook. Maybe you should've been a boxer instead of a bow and arrow man."

Hawkeye didn't look amused. He put another arrow on his bow, and pulled back the string. "Maybe. But I really enjoy hitting jackasses with arrows."

Peter jumped towards him, dodging the arrow in midair, and punching the archer in the face, making him fall to the ground, and skid back a few feet.

"Holy crap," Hawkeye grumbled, "Kid's packing a punch."

Black Widow soon hopped towards him. "He's going to need a bit more than that," she stated, before she started flipping towards Spidey. He leaned back to avoid a kick, before another one hit him in the gut. Before he could react, she backhanded him, and zapped him with one of her Taser staffs.

His muscles convulsed slightly, before he threw a few attacks of his own. She dodged each one, before dropping down on her back, and having both of her feet hit Peter in the chest, sending him flying towards the bar.

He hit the counter hard, falling to the ground. He looked up, not believing his luck. He was staring down two of the Avengers. The two Avengers who happened to be two former assassins, and easily two of the most deadly people in the entire world.

And they're after him. Peter gulped. The two approached him, getting ready to take him out.

"ENOUGH!"

The three turned towards the voice, to see Captain America himself, shield in hand, wearing his uniform and helmet, in all of his glory. "Avengers, stand down," he ordered. "He's a friendly."

The two spies calmed down, as Spidey made his way back to his feet, shaking the cobwebs out of his head. He looked up, to see the patriotic hero's imposing figure looming over him.

"You must be Spider-Man," Cap stated, as he held out his hand. "Captain Steve Rodgers. I've heard of your work."

Peter hesitantly shook the hand. He was shaking hands with America's greatest hero. Just be normal, just be normal, just be-

"Heyo." D'oh! "I mean, hello. I'm a huge fan. My uncle was a huge fan. I mean...oh boy."

Steve smiled slightly, before he frowned. "I should of figured that Tony would drag you here. Tell me son, do you have any idea what happened here?"

Spidey shook his head. "Sorry. Tony gave me a card, and it started flashing red, so-"

"Wait," Hawkeye interrupted. "He gave you a card?"

"Uh, yeah."

Black Widow held out her open palm, motioning for Peter to give it to her. He pulled the card out, and handed it to her, making the redhead scan the object.

"Can't believe he gave a card to this idiot," she stated, as she tossed it back at the webhead.

"Uh, this idiot likes to be called Spider-Man, thank you," Peter quipped.

Hawkeye was still pretty serious. "Kid, that card is a special communication device. It's only suppose to be handed to members of the Avengers, not street punk vigilantes."

Peter looked down, starting to feel a bit dejected. "Words hurt, you know," he mumbled.

"Alright, let's stop bashing the kid," Cap told them. "How about we start trying to figure out what happened. Any way we can do that?"

"What about the surveillance cameras?" Natasha asked.

"Whatever attacked here took them out. Along with JARVIS," Steve revealed.

"So we got a hacker?" Clint asked.

"No. The power source for them was completely destroyed. If it was a hacker, then it was one that wasn't very good at his job."

Peter rubbed his chin in thought. "Wait, does Tony still have his communication card on him?"

Steve thought for a moment. "Possibly. There isn't any sign of it around here. Why?"

"Well, since he sent out the distress signal, we might be able to match the frequency, and reactivate it."

Natasha looked surprised, Peter noticed the look on her face.

"What? Did you think webs were the only thing I had to offer?" He asked.

Natasha shrugged, before pulling out her own communication card and walking away from the others. "Follow me, kid. We're going to figure this out."

Spider-Man followed her. "Ay ay, scary lady."

She stopped for a second, before looking at the webhead with a scowl. "Don't press your luck."

* * *

Tony woke up with a dull headache. "What the hell...?"

He slowly sat up, to see that he was in some kind of warehouse. He was on the hard, stone ground, as he looked around his dank surroundings. There were small puddles of water around, and a slight smell of mold filled the air.

"What happened? I...Pepper!" He exclaimed, realizing he wasn't the only one taken. He looked around, to see his girlfriend's unconscious body next to him.

He scooted towards her. "Pepper?" He asked, as he lightly shook her. "Pepper? Come on dear, wake up." He checked her pulse, to put himself at ease. "Still alive. Thank God...I'm going to give you so many breakfasts in bed when we get home."

"Stark!" A distorted voice yelled.

"Ah!" Tony jumped, as a largish figure jumped down in front of him. It appeared to be a man in a large suit of green armor, with razor sharp claws, and a large, metallic tail coming out of his back. The only part of the man that could be seen was his jaw, which had a deep frown.

"Look at me!" The man demanded.

"Uh, I'd rather not," Tony said. "You're kind of repulsive. Don't take that the wrong way."

"Look what they did to me!" He said.

"What who did?" He asked. "Who are you? What's going on?"

"They put this suit on me!" He cried. "They made me into a freak! A monster! I can't get it off! I tried everything, but-"

"Calm down," Tony tried to ease. He had no idea what this guy was capable of, and he didn't want to put Pepper into harm's way. "Let's relax, try to figure this out."

The man let out a pained growl. "It hurts! I need it off! You-you can get it off! Or I'll kill you! I'll kill you and your girl!"

"We don't need to go there!" He urged. "I'll help. Just relax Mister..."

"Don't have a name," he muttered. "Not a real one. Not anymore. You can call me...The Scorpion..."


	7. Chapter 7: The Scorpion Trail

"No Aunt May, I'm alright."

The Black Widow had brought Spider-Man down to Stark's lab, where they could work on the communication card to find out where Tony and Pepper were taken to. However, since his aunt hadn't heard anything from him since the Rhino attacked his school, and it was now six at night, he figured he needed to make a call.

"No, really, I'm fine," he reassured, as he was perched on a stool, mask rolled up to his nose, a flip phone placed between his head and shoulder, while he worked on the card with a set of micro tools. "Mister Stark got me out of the school. Yes, that Mister Stark."

Natasha looked at the scene in front of her, bemused. She wasn't quite sure how this kid got caught up with their problems, and yet, here he is, at the center of solving them.

"He actually came to my school looking for an intern, and, uh, he chose me," Peter explained. Natasha watched as he flinched slightly, as she suddenly heard excited chatter coming from the other end of the phone.

Peter scanned over the card, trying to figure it out. "Yes Aunt May, I know it's a big deal. No, he hasn't been doing anything "Avengery" around me. In fact, I barely see him," he lied, feeling terrible for doing so. "Yes, I had dinner," he lied again, feeling only slightly less terrible.

He looked over at the former spy, who was tapping her wrist, trying to get him to wrap it up. "Aunt May, I gotta go, something came up. Love you too. Bye."

With that, he hung up, put his phone away, and rolled his mask back down. He then looked down at the card he was tinkering with again. He poked it with one of the tools, trying to reroute a circuit, only to have it spark up and slightly burn his finger.

"Ow!" He complained, pulling his hand away from the device and shaking it. He then looked at the femme fatal in the room with him. "Do you have any idea how this stuff works?" He asked, hopeful.

She shook her head. "Unfortunately, Stark is on another level intellectually."

"Great. Oy," he complained, knowing that he has no idea what he's doing.

The device was very complex, and it was almost impossible to figure out. He knows what to do to match the frequency to that of the distress signal, and reactivate it. He found an arrow that Stark must of been making for Hawkeye, that will give out a high sound wave that would activate the card.

However, he can't figure out where he can connect the tech with it. However, he is a genius. Not on Stark's level, of course, but he might be able to figure it out. Stark could have a building pattern, if you will. A basic design he sticks to. If he examined something else, he might be able to do it.

But it would have to be something basic. Something simple. Something...

"What is that?" Peter asked Natasha, as he pointed to a small robot on the ground, with a blue light on it.

The robot squeaked, blinking its light. The two looked at the device, as Peter inwardly started to celebrate.

* * *

Tony knew this was hopeless.

He was currently working on the Scorpion, standing behind the large psycho as he sat down, giving Tony a better view of what he was doing. There was just one problem. Tony couldn't do anything to get the suit off.

The tools Scorpion had where just too primitive. In fact, it was just a set of basic stuff, including a hammer, screwdriver, and wrench. There was nothing he could do.

He couldn't let Scorpion know that though. If he found out, who knows what he'll do. The last thing Tony wanted was to get this guy mad around Pepper.

He peeked over the mad man, to see his girlfriend's still unconscious body on the ground. He frowned, not pleased with the sight.

"What are you doing?" Scorpion growled, sending Tony back to reality.

He has to keep him talking, so he doesn't find out. "Nothing, just checking a few bolts back here. I have to say, this is a very impressive suit."

"It hurts..." Scorpion hissed.

"Well, other than that. Who did this to you?" Tony casually asked.

"Don't know...don't care..."

"Don't care?" Tony asked. "Buddy, if someone shoved me into a suit that pinched a bit too much, I'd try to do something about it."

Scorpion went quiet, as if considering the millionaire's point. "You may be right."

"Of course I am," Tony stated, as he poked the mental case in the back with a screwdriver, as he acted like he was working. "Scorpion's a pretty cool name. Did your mother pick it out for you?"

"No, gave it to myself," Scorpion told him.

"So what's your real name then?"

"Don't have one..." he groaned.

"Everyone has a name. Come on, we're friends. You can tell me," Tony urged.

"No, I can't," Scorpion stated.

"Sure you-"

"No, I can't!" Scorpion screeched, making Tony freeze. "Don't have a name. Don't remember a name. The suit took it away. The suit...the suit hurts! Get it off!"

"I'm trying!" Tony told him. "But it's really complex, and-"

"I'll kill you!" Scorpion suddenly shouted, whipping his large metallic tail into Tony's chest, knocking him back. He landed with a thud on the hard, dank floor, rolling over slightly as he groaned in pain.

He shot up, as he saw Scorpion tower over him. Tony held his hands up, pleading. "Let's calm down now. No needs to get hurt."

Scorpion looked around at the tools on the ground. "Were you even trying?"

"Look, if you just settle down, and come with me to my tower, we should be able to-"

"NNNUUAGH!" Scorpion roared, as he pointed his tail at the genius. Tony rolled out of the way just before a laser popped out of his tail, and hit the ground where he once was.

"Enough with the lasers!" Tony asked. "Those stupid things messed up some very expensive furniture back home, and I'd like it if it didn't do the same to me!"

Scorpion leaped at the man, and hit him with a back hand, having Tony sprawl on the ground, trying to get away. There was no way he could protect himself, so he had to figure out a way to survive.

However, he heard heavy footsteps going away from him. He looked up, to see Scorpion marching over to Pepper, still motionless on the floor.

"NO!" Tony screamed, as he quickly ran over to the toolbox on the ground. He picked up the hammer, and threw it at the psychopath, only to have it harmlessly bounce off his head with a clink.

Scorpion slowly turned towards Stark, who was now nervously smiling at the large man. The Scorpion then started running on all fours, as he lunged towards the genius, murder on his mind.

Tony braced himself, only to have a round shield hit Scorpion dead in the face, knocking him off balance and having him fall to the ground, away from the millionaire.

Tony looked to see the shield bounce off the wall, and then ricochet back to it's owner, Captain America, who was flanked by Spider-Man, Black Widow, and Hawkeye.

"Can I say it?" Spidey asked.

"No," Cap bluntly stated. "AVENGERS...ASSEMBLE!"


	8. Chapter 8: Scorpion Showdown

This was so surreal.

Peter was in a warehouse, alongside some of the most respected heroes in the entire world. A large Scorpion monster man was staring at him, with bloodlust in his eyes, his mechanical tail whipping back and forth violently. Behind him, on the ground, was Tony Stark, one of the richest men in the world, sweat coming off him in droves, fear evident on his eyes.

Spider-Man then noticed Pepper, knocked out on the ground. Tony's fear was probably not for himself.

"NO!" Scorpion protested. "You'll ruin everything!"

"That's what we do," Spidey jested. "Ruin things. In fact, our team is called 'The Ruiners.' We're still trying to copyright the logo."

"Stand down," Cap ordered the mechanical monster. "And I promise that you will not be hurt."

"Me!? HURT!?" Scorpion shrieked, as he started shooting his tail lasers at the group, making them jump out of the way. "I DON'T GET HURT! I DO THE HURTING!"

Spidey landed into a crouch on the ground next to Hawkeye. "I think this guy took one too many crazy pills."

Hawkeye took an arrow out of his quiver, and shot it right at Scorpion. The arrow bounced off of him like it was nothing. The archer frowned, before shooting another one. This arrow stuck to Scorpion, before letting out an electronic pulse. Scorpion yelled a little bit, slightly feeling it, but it didn't slow him down much.

Scorpion then jumped towards the two heroes, and swatted at them. Spidey was able to jump out of the way, but the strike hit Hawkeye, which sent him skidding into a pile of soggy cardboard boxes. Peter then jumped onto the wall nearby, joining him.

"Sorry about that," Peter apologized. "Didn't have enough time to react to get us both out of the way. The guy's fast."

Hawkeye slowly got to his feet, as Scorpion turned his attention towards Black Widow and Captain America. "That was an EMP arrow," Hawkeye explained to the webhead. "It should've stopped him."

"But it didn't," Spider-Man stated. "An EMP didn't stop a suit of machinery. What is that thing made of?"

"No time to nerd out kid," Hawkeye told him. "Time to get to work."

Peter nodded, before jumping off the wall, and landing right behind Scorpion. "Hey, Greenie!" Spidey called. "Is that your tail, or are you just happy-"

His spider-sense interrupted his joke, making him move just before Scorpion's tail embedded itself into the ground he was standing on. Peter then shot a web at the monster's chest, pulling himself towards him, and landing a punch right on his exposed jaw.

Scorpion hissed, before grabbing Spider-Man around his body with his claws, and started pinching him, hard.

"AH!" The web-slinger gasped in pain, before Black Widow snuck up behind the mechanical madman, and hitting him in the back of the knees with her stun batons. Scorpion growled in surprise, as he dropped to his knees, releasing Spidey.

The webhead quickly flipped away, trying to catch his breath. "If there's one thing this guy needs to work on, it's his hugging," Peter said, still gasping slightly. "Wow that hurt."

He then looked up, to see the rest of the Avengers fighting the Scorpion, getting some good hits in, only to have them get knocked away. However, even after they got knocked away, they would come back, ready to fight.

Peter then looked over to the side of the warehouse, to see Tony kneeling over Pepper, trying to wake her up. That was the moment Peter honestly realized what was happening.

He was around the bravest people in the world. People who don't care about themselves, and only want to help others. Real heroes.

And Spider-Man is working with them.

Scorpion shoved all of his attackers away again, knocking them for a loop. The man whipped his head towards the billionaire and his girlfriend, as he growled in disdain. Scorpion then charged towards them.

Quick to react, Peter shot out a web, and swung towards them, swooping them up right before Scorpion could get to them.

Scorpion yelled in frustration, as he started shooting lasers at the webhead and the people he was trying to save. Peter, with his spider strength, was able to hold the two people in one arm with relative ease. Peter was jumping off walls, swinging back and forth, avoiding the Scorpion's attacks.

"So what's the deal with this guy!?" Peter asked, as he was still trying to keep Tony and Pepper from being zapped.

"He's stuck in that suit," Tony explained, as he wrapped his arms around Pepper, making sure she was held. "He kidnapped me and Pepper should I could help. But I couldn't, and he tried to kill us."

"Sounds about right," Peter stated, before dodging another laser blast. The beam went right past him, and destroyed a window. Shattered glass fell to the ground, as Peter landed near the others.

Scorpion roared. "GET AWAY FROM ME!" He cried, as he jumped up to the window, and jumped out of sight to the outside.

"Oh no you don't!" Spider-Man said, before jumping towards the window, and swinging after the monster.

Still in the warehouse, Captain America frowned, as he walked and the others hastily walked out the warehouse, as Tony was still holding Pepper. "Our goal is to get to Spider-Man and this Scorpion character. Barton, Romanoff, you're on civilian protection."

"Did you bring me a present?" Tony asked.

"Your armor's on the Quinjet. When you're suited up, you and I are going to help take Scorpion down," Cap stated, frowning. "Now, let's hurry, before that kid gets himself killed."

* * *

Spider-Man swung as fast as he could after the Scorpion, who was racing down street after street, making cars and the like swerve out of the way. Snow whipped past his face, as he tried to keep up with the monster.

"Come on Parker, move," he told himself, still swinging.

Finally, the Scorpion stopped at the Washington Bridge, noticing Spider-Man following him. "LEAVE ME ALONE!" He yelled, shooting a laser at the web Peter was holding, cutting it in half.

"Whoa!" Spidey grunted, as he was just barely able to land safely on the road, crouched down and ready to fight, as confused pedestrians and their cars surrounded them. "Maybe if you calm down, we can talk about this like grown-ups. Well, grown-ups in ridiculous outfits, but the point still stands."

"You've ruined everything..." Scorpion lamented. "I wanted this suit off..."

"It's ok, we can still help you, we just need you to calm down, and I'm sure Stark-"

"STARK!" Scorpion roared in anger. "I'll kill him! I'll kill you!"

"There goes the sensible approach..." Spidey groaned, before jumping over an attacking Scorpion, grabbing him by the head, and flipping him away, having Scorpion hit one of the bridge posts hard.

Scorpion quickly recovered, before picking up a car and throwing it at Spider-Man.

"Cheese and Crackers!" Peter cried, barely rolling out of the way in time. "You almost took my head off! How would I be able to make sarcastic comments then?!"

"Shut up!" Scorpion growled, shooting more lasers at the webhead, who continued to dodge them.

"Seriously? Again with the lasers? Have you even hit someone with one of these yet?" Spidey chided, trying to get under Scorpion's skin.

"Stand still!" Scorpion said.

"Tempting, but I'll pass. I just don't like being roasted alive, ya know?" He asked, before a lone laser barely missed him, and hit a car engine, setting it on fire.

At first, Peter didn't put much thought into this, before he noticed that there were still people inside. A dad and his young daughter.

As he looked, his spider-sense tingled again, as a laser hit Peter in the back, making him fall to the ground with a yelp of pain.

"No..." Peter groaned, as he noticed the two civilians were stuck in the card. He heard Scorpion stomp towards him, prompting Peter to roll onto his back, and shoot some webbing at Scorpion's face.

Scorpion reeled back in rage, as he furiously tried to tear the webs off, his tail lashing back and forth. While he was distracted, Peter rushed towards the flaming car, and ripped off the door, helping the dad and his daughter out of the car.

"Come on now," Peter urged. "Get out of here!"

The two complied, as the father quickly picked up his little girl and ran with her. As Peter was making sure they were gone, Scorpion's tail wrapped around his neck, and picked him up, choking him.

"Urgh!" He grunted, as his air was slowly getting cut off. Scorpion then flung the wall crawler across the bridge, making Peter roll along the ground painfully for a few moments.

Dizzy, groggy, and trying to catch his breath, Peter was in a bad way. He knew it, Scorpion knew it, New York knows it, the Avengers probably know it, and he wouldn't put it past Flash to know about it to, and then take out his frustrations of seeing Spidey beaten up out on Peter Parker.

Man, was his life confusing.

Scorpion charged at him, as Peter crouched down low, ready to fight. However, before he got near him, a laser blast hit the monster right in the side of the head, knocking him off course.

Spidey looked to see Iron Man floating in the sky, Captain America below him, shield at the ready. Spider-Man could see Hawkeye and Black Widow far behind them, trying to get all the civilians out of the way.

"This is so cool..." Peter absentmindedly said, as the two approached him.

"Ready to take this guy out, kid?" Iron Man asked.

"Sure, but can we get pizza afterwards? I'm starving," Peter half joked.

"Sure thing," The armored avenger confirmed, as Scorpion got his bearings back. The lunatic machine hissed, not pleased with the sight of the three heroes staring him down.

Iron Man flew straight towards him, shooting a few blasts at Scorpion, hitting him in the chest with one, and hitting the ground near him, raising a cloud of smoke. While Scorpion couldn't see, Spider-Man busted through the dust, hitting the monster with a swinging kick, making him stumble back a bit. Spidey then landed, quickly jumping straight at Scorpion and hitting him with a hard right.

While the monster was dazed, it desperately started swinging his claws around, making Peter go on the defensive, before getting swiped anyway by one of the erratic blows. Once Spidey was down, Cap threw his shield at Scorpion, making the mechanical monster catch the shield with his claws.

Steve then ran straight towards him, and dropkicked the shield, knocking the weapon out of his hands as he stumbled over the guardrail of the bridge, and plummeted below towards the water.

Peter tried to clear the cobwebs out of his head, as he was still laying on the ground. He slowly got up, hand on his throbbing head. Captain America approached him, a look of concern on his face. "Are you ok?" He gently asked.

Spidey nodded. "Yeah, I've had worse. One time, my school served spoiled chicken."

Steve chuckled slightly. "Let me tell you something, kid. Out of all the crazy things I've seen during my life, you're probably at the top of the list."

Peter smiled underneath his mask, before he noticed a large metallic tail coming up over the slightly damaged guardrail, as Cap was oblivious to it.

"LOOK OUT!" Peter yelled, pulling the first avenger out of the way, as the tail grabbed Spider-Man and dragged him off the bridge.

Spider-Man looked to see Scorpion staring right at him, baring his teeth as the madman screamed in rage, as the two started to fall towards the water below.

Peter and Scorpion started trading blows, as Spider-Man was trying to get out of the monster's grip, and Scorpion was trying to keep it on him. Punch after punch, kick after kick, attack after attack was thrown before the two finally crashed into the water below, going through a patch of ice in the process.

Underneath the cold water, Peter felt himself sink deeply, the force they were falling at throwing him far below the water. He couldn't feel the Scorpion's tail around him anymore, as his body was slowly going numb to the cold. He swam up to the surface, only to find that his way was blocked by another thick patch of ice.

Peter was starting to freak out, as the icy water was effecting all of his senses. He tried to punch his way through, but the water slowed down his punch, making it ineffective.

Peter felt himself running out of air, as he clawed and scratched at the ice, panicked. He has to get out, he has to.

There was no way out, as Peter's vision slowly went to black.


	9. Chapter 9: Scorpion Fallout

"Any sign of the experiment?"

In the pristine and highly advanced labs of Oscorp, Norman Osborn was joined by Adrian Toomes, as they were interrogating one of the scientists in their employ. The scientist, a brown haired woman with glasses, was typing away at a computer, trying to find anything.

"Sorry, sir," she said. "Nothing."

"Blast it Osborn!" Adrian cursed. "This is your fault!"

Norman took a deep breath, calming himself. "I assure you, Mister Toomes, that it was entirely necessary. A field test just showed what worked positively, and what didn't."

"He went right after Stark!" Adrian shouted. "Do you honestly believe that I'm not smart enough to figure out that that was due to you!?"

"Believe what you want, Agent," Osborn dismissed. "The fact of the matter is, we have a contract, and I promise you, you will get quality. Now, how about we prepare the next project?"

The two started walking out of the lab, before Norman stopped near the door. He turned to another scientist, frowning.

"Prepare Flint Marko. Now."

* * *

Peter's head was killing him. He felt swimmy, as he could barely focus on where he was, or what happened to him. He was fighting Scorpion, and the next thing he knew...

His eyes flung open, as he shot up, to take in his surroundings. It seemed he was in a med bay of some kind, as he was laying in one of their beds. He still had his costume on, but his mask was off. However, he quickly tore his attention away from that.

He instead focused on the other man in the room. He had dark skin, obviously old and scarred, and completely bald. He wore a dark trench coat, and had an eye patch over his left eye. He had an aura of mysteriousness to him, one that Peter wasn't used to.

"How are you doing, kid?" He asked, slowly approaching the teenager. "I have to tell you, you gave us quite the scare."

"Who...who are you? Where am I?" Peter asked, uneasy.

The man just smirked a little. "Relax son. You're safe. You're inside the Stark Tower Medical Bay. My name is Nick Fury, Director of SHIELD. I thought that before you went back down to the others, we could have a little chat...Peter."

Peter felt panic rise in his chest. "Who told you?"

Fury put his hands behind his back. "No one told me. We knew for a very long time. Ever since your first week as Spider-Man, we've been keeping tabs on you on double level 7 security clearance, trying to figure out if you're really as big a menace as that blowhard at the Daily Bugle, Jameson, has claimed."

"And?"

"And, obviously, you're not," the director said, staring dead in the young hero's eyes. "In fact, it seems you're the complete opposite. You're helping things. However, that brings us to that talk I want to have."

"Is it about the birds and the bees?" Peter asked, feeling uncomfortable.

"This isn't a joking matter," Fury stated, matter-of-factly, as he leaned towards Peter, who was still on the bed. "It's about whether or not you know what kind of life you're entering."

Peter went quiet, stunned at the man. This isn't any ordinary person. He had authority coming off of him in droves, and the teenager didn't dare interrupt. He just waited for the eye patched man to continue.

"This ain't a glamorous life," Fury told him. "It's one of heartbreak, sacrifice, and more pain than could even physically be possible. You're lucky that it's been this easy for you so far, but trust me, that's going to end soon. If you stop now, you can just go about your life as a normal kid. One with freaky spider powers, but normal. But if you keep going down this path, there is no turning back."

Peter considered this for a moment.

"It's a tough gig," Fury admitted. "But someone has to do it. Are you that someone?"

The teenager thought about it for a second. Should he just quit while he's ahead? Just try to lead a normal live, try to be a scientist like he always dreamed? Maybe get a girlfriend, stop Aunt May from worrying about him? Let his powers go to waste...

No. He can't. He knows exactly what it's like to just sit back. How people get hurt. His Uncle Ben taught him better. Like it or not, with great power comes great responsibility, and no one has more responsibility than him. He won't let Uncle Ben's memory be forgotten.

"I'll be that someone," Peter emphatically stated. "I'm ready."

Fury straightened up, as he looked at the boy for a second. "I hope so, son," he told him. "For your sake, and for this city's. Now, how about you go down and join the others? If you're feeling up for it, that is."

Peter gave a curt nod, as he got up off the bed, grabbing his mask on the nightstand next to it, and heading towards the door.

"And Peter."

The teenager turned around, as he stared at the mysterious man.

"Let's keep this conversation between us. And remember boy, I got my eye on you."

"I bet you do," Peter said, as he walked out of the room, leaving the room, and leaving the director alone.

Once by himself, Fury tapped on a communicator on his wrist, calling a secure line.

"Director?" It buzzed.

"Agent Hill," he started. "Bring up every file we have on Mary and Richard Parker, and prepare them for when I get back. I want to know everything there is to know about the Parker family."

"Yes sir."

* * *

On the outskirts of the city, near the river, snow was lightly falling from the sky, as all was still. Waves from the river would gently crash against concrete, being the only sound in a peaceful night.

Suddenly, a green claw stuck out of the water, embedding itself into the concrete. A second one came out to do the same thing, as the figure of the Scorpion started to climb out of the icy water, his suit dripping wet. He was panting, trying to catch his breath, as he finally laid his feet flat on the ground.

"Kill them..." he muttered to himself. "Kill him..."

"If you could excuse me."

Scorpion whipped his head up, not expecting another voice. He looked up to see a slightly portly man, with bowl cut hair, propping himself on four, massive, metal legs. He was joined by a large man in a rhinoceros suit.

"I believe I could help you with your spider problem," Doctor Octopus stated. "My associate and I had similar experiences with him, and are planning on an...extermination, of sorts."

"Don't care about the Spider!" Scorpion growled. "Only want Stark!" He yelled, as his tail started whipping back and forth.

Rhino got into a fighting stance. "Calm down before I pummel ya, Stingboy!"

Otto raised on of his metal arms in front of Rhino, gesturing for the large criminal to stand down. "I assure you, Stark isn't the main issue here, Mister Gargan."

Scorpion suddenly perked up, his tail harmlessly falling back down. "Is that my...how did you know my name?"

"I know a vast amount about you, Mister Gargan. Including how to stop that suit from hurting you. Imagine it. All of the power, with none of the consequence. All you have to do, is help us crush the arachnid."

Scorpion seemed to consider it for a second, as he looked at his metallic claws. A thoughtful frown appeared on his face. "Deal. How do we do this? This...extermination."

Otto smirked. "First, we get a few more helpers. Then, we act."

* * *

Peter, still a bit bewildered by the day's events, wandered downstairs to the living room, mask in hand. He walked past a digital clock, to see that it was only around nine at night. He turned a corner, a little surprised at the sight.

Clint, Natasha, Steve, Tony, and Pepper, all sitting around, eating some pizza. Pepper had some bandages wrapped around her head, as she munched on a slice. They seemed to ignore the fact that the room was trashed, as they had flipped the couch back over and just rested there.

Steve was the first to notice Peter, as he rose off his seat. "Spider-Man!" He greeted warmly. "We're so happy that you're-"

"Yeah yeah yeah," Tony interrupted, getting in front of Steve and looking Peter dead in the eye. "Did you fix my robot?"

As if in answer to his question, the little robot that Peter had encountered floated by, the blue light on it blinking happily. It only had two metal appendages, instead of three.

The teenager rubbed the back of his head, a bit embarrassed. "Uh, not on purpose. I was trying to figure out your communication cards, and I figured I could learn something from the robot."

Tony stared at the little piece of machinery, as it seemed to stare right back. It blinked. "I'm gonna call it Blinky," he stated, before looking at Peter again. "How did you get it to work?"

"Uh, one of its leg things was tapping the power source."

Tony threw his arms up, slightly frustrated. "Why didn't I think of that?" He asked himself, as he went back to his pizza.

"Spider-Man," Cap started again, earning the young man's attention.

"His name's Peter!" Tony called.

"Peter. Thank you."

The teenager was taken aback. "What?"

"You threw yourself in the line of fire to save me. Scorpion would of dragged me down if it wasn't for you. You showed valor, heart, intelligence, and ability. Heh, if we had more guys like you in the war, we would've beaten Hitler a lot sooner."

Peter didn't know what to say. The greatest hero in American history was praising him. "Uh, thank you, sir," he stammered, unsure of himself.

"With a little time, and a little training, you could be the greatest hero of us all," Steve said, a smile on his face. "And I would be honored to be the one to help."

"Uh, hello?" Tony called. "Who found him in the first place? Maybe we should give credit to that guy?"

Steve slightly shook his head, exasperated. "Don't pat yourself too hard on the back Stark, you might hurt yourself."

Tony rolled his eyes, taking another bite of his food. He turned to Pepper, quietly checking to make sure she was ok, as Steve and Peter joined the others. Clint held a pizza box towards Peter, who gladly accepted it.

"We didn't know what you liked, so Tony bought everything on the menu," the archer explained, as he seemed to finally be warming up to the teen.

"Great," Peter said, as he started eating. "I'm starved. So, I have a question. Did anyone do CPR on me?"

"No," Pepper told him.

"Can I say someone gave me CPR? Preferably Black Widow?" He joked.

Natasha gave him a wry smile. "If you do, I'll kill you."

Peter looked at her silently for a moment. "Even when you're kidding, you're terrifying."

"Who said I was kidding?" She asked.

"I'm just going to keep my mouth shut," he stated.

"That's a first," Tony chided, making everyone give a chuckle. Peter frowned a little, a little stung that he was the butt of the joke.

Even around superheroes, he was the biggest nerd. Oh well, at least this is awesome. He took another bite of his slice, as he enjoyed the company of Earth's Mightiest Heroes.


	10. Chapter 10: Teenage Blues

"I'm sure he's around here somewhere."

It was a cold night in Hell's Kitchen, as Foggy Nelson was wandering around the law offices he owns with his partner, Matt Murdock. He was on the phone with a client, trying to find his best friend.

"I know, your court case is Monday. I'm sure Mister Murdock has everything prepared. The man may be blind, but he has an eye for law...yes, I'm well aware that was corny."

He walked around the relatively small offices, trying to find any sign of his friend. He saw nothing. With a sigh away from the phone, he started to talk to the client again. "Sorry, but Mister Murdock is actually pretty busy right now. Any chance he can call you back? Great, thank you."

Foggy hung up, as he rubbed his forehead in exasperation. "Dammit Matt," he cursed to himself. "Ya always do this. What the heck are ya doing?"

* * *

It was a Saturday afternoon at Avengers Tower, as everything was calm and still.

Except in the training room, where Spider-Man was sparing with Captain America, and was losing. The smooth metallic walls surrounded the heroes, as they were constantly trying to get the better of the other.

Spidey had been throwing left hooks, right hooks, roundhouses, webs, and just about every other kind of attack at the patriot, but just couldn't get anything past him.

"Come on, Peter!" Cap called, as he lifted his shield up to block a fist by Spider-Man. "You need to be focused!"

"I am!" Peter said, as he jumped at the star-spangled avenger with his feet flying first. He landed on Cap's shield, and then jumped off, quickly landing behind him. He swept Steve's feet, only for Cap to quickly catch himself and kip back up, before delivering a backhand to the webhead, knocking him back.

Peter rolled away on the ground, before he just laid there, trying to catch his breath. He looked up, to see Captain America standing over him, holding out his hand. Peter took it, as he was pulled up by the living fossil.

"You're getting too hot headed," Cap told him. "All it takes is one slip up, and any enemy could have you down for the count."

Peter brushed off his costume, regaining some composure. "Well, as long as I don't have to fight you again, I think I'm good."

Steve rolled his eyes. "Peter, you need to listen to me. You can't take this for granted. You need to improve."

Peter was a bit taken aback. "Improve? I've been doing this for a while. I think I've improved as much as I could."

"Well, then you're wrong. Everyone can improve. Everyone."

Peter sighed. "If you say so. I'm going to take a break from getting beat up by a living American flag. See ya," he said, as the teenager made his way out of the room.

"Whenever you're up for it, we'll have another session," Cap told him.

"Great, see you in five thousand years!" Spidey called back, leaving the first avenger behind.

The teenager made his way around the tower, as he finally walked into the living area, to see Tony Stark himself, relaxing on the couch. Noticing the young hero, he turned to him. "Hey kid, didn't know you were here."

Peter took his mask off, and sat down next to the billionaire. "I just swung by to see what was going on. Then Steve made me spar with him."

"Uh oh. How bad did it go?" Tony asked.

"He whooped me so hard, I'm worried my Aunt felt it," Peter answered.

"Sounds rough," Tony stated. "JARVIS?"

 _"Yes, sir?"_ The robotic voice rang.

"Give Parker the usual."

 _"Right away,"_ JARVIS answered, as Blinky the robot soon came floating in, a can of root beer in its tiny metal arms. It dropped the can into Peter's hand.

"Thanks pal," Peter said, as the small robot's blue light flickered slightly in acknowledgement, before floating away. Peter opened the can, and started drinking it.

"Don't let Steve get to you," Tony told him. "He always does stuff like this. He tried to teach me to box. Pretty sure it was just an excuse to hit me in the face."

"He must of made the others soooo jealous," Peter joked.

It earned a chuckle from Tony. "Wise guy. He has a thing for trying to improve others. I say if you think you're good, then you're good."

"Agreed," Peter said, nodding. Suddenly, his cellphone started ringing, prompting him to dig it out of his costume. Tony raised an eyebrow, noticing that it was a flip phone.

"Remind me to buy you a new phone," Tony said, as Peter answered.

"Hello?"

"Hey Pete, it's Gwen," he heard on the other end.

"Oh, hi Gwen," he greeted, making Tony look at the boy curiously.

"Where are you?"

"I'm at Avengers Tower. Why?"

He heard a deep sigh. "Pete, it's Saturday."

"Uh, cool?"

"Not cool. We all agreed to go to the movies, remember?"

Peter's eyes widened. "Oh my god! I totally forgot! I'm-I'm so sorry! Look, I'll, uh, I'll come over right away."

"Fine. Just please hurry."

"I will, bye!" Peter said, as he hung up and quickly threw his mask on, getting up from the couch.

"Why do you keep calling it 'Avengers Tower'?" Tony asked. "It's Stark Tower. I paid for it."

"Well, it does have a giant 'A' on it," Peter stated, as he made sure he had all of his things.

"So does Steve, but you don't call him 'Captain Avenger', do you?"

"It would be a pretty cool name," Peter said, checking his web shooters to make sure he had enough fluid in them.

"...Yeah, I guess it would. Are you going to tell me who this Gwen is?" Tony asked.

"Nope. Bye!" Peter called, as he quickly made his way out to the balcony, and jumped off the ledge, shooting a web and starting to swing towards his friends.

Tony just chuckled to himself, as he looked at Peter's abandon beverage. "Captain Avenger," he laughed to himself, as he wiped off the edge of the soda can and started drinking it.

* * *

Oh man oh man oh man oh man.

Peter swung as fast as he could back to Queens, trying to get to his friends as quickly as possible. He was chastising himself in his head. Smooth move, letting your only three friends in the entire world down because you were busy playing superhero.

Suddenly, Peter felt his spider sense go off, as he looked down to see what appeared to be a beam of lightning barreling down the streets.

"Oh boy..." Peter muttered to himself. Time to play superhero.

Electro, clad in his yellow and green costume, was flying through the streets, a bag of money in hand. He was smirking deviously, happy to be getting away with his crime, as a few cop cars were following far behind.

"Suckers!" He called out, laughing to himself. "You idiots couldn't catch me on your best day!"

"How about this idiot?" Spider-Man asked, as he sprayed a net of webs over the human lightning rod, making him slow down.

"Ack! Bug Brain!? That you!?" He cried, as he started zapping the webbing off of him, as he was still flying away.

"I hope so, otherwise I have no idea who's about to beat you up," Peter quipped, as he was swinging alongside Electro, trying to hit him with swinging kicks as the villain kept dodging.

"Real funny! Let's see how funny it is when they're pulling your burnt body off the pavement!" He yelled, as he threw a stream of electricity at the webhead, who barely dodged in time.

"Didn't your mother ever tell you it's rude to throw lightning bolts at men in tights?" He asked, as he threw a punch, which connected to the still moving Electro's jaw.

Electro just rolled throw it, the two moving quickly down the street, trading attacks. "I've had enough of you!" He yelled, as he shot another bolt of lightning at Spidey, connecting to the hero's chest.

"AHH!" Peter cried, as his body convulsed involuntarily, making him fall down to the hard concrete road, and rolling slightly. While he was on the ground, trying to recover, Electro began to fly away.

"See ya later, Bug Boy!" He mocked, before disappearing from Peter's sight.

"That's right," the wall crawler weakly said, as he got back to his feet. "You better run..."

He looked up, to see several police cars in front of him, parked. Multiple cops were pointing their pistols at him, some shaking slightly. "NYPD! FREEZE!"

Peter sighed. "Really? You think I had a part in this? Didn't you see me punch the lightning guy in the face? Do friends really do that?"

"Hands over your head!" The cop in the front yelled.

"Remember that time I worked with the Avengers?"

"I said, HANDS ABOVE YOUR HEAD!" The cop cried, cocking his gun.

Peter rolled his eyes under his mask, as he put his hands up over his head. "Fine, you got me." Suddenly, he shot two webs out of his wrists, pulling himself out of there before the cops realized what was going on.

"Sorry!" He called back as he started swinging away. "I respect you guys! Hope you know that!"

The cops scratched their heads in confusion over what just happened, as Spidey swung out of sight, worried about how angry his friends would be with him.

* * *

"Where the hell is Pete?"

Harry Osborn was impatiently looking at his watch, as Mary Jane and Gwen stood next to him outside the movie theater, bundled up in their winter clothes, chilly.

"He said he was coming," Gwen said, as Mary Jane blew into her gloved hands, trying to warm up.

"Why aren't we waiting inside?" MJ asked, annoyed.

"We have to buy tickets once we're in there," Harry explained. "And I'm not spending money on someone who isn't showing up."

"He's showing up!" Gwen said, as she fixed her purple winter hat that was covering her long blonde hair.

She looked around, to see Peter, wearing his winter clothes, running straight towards them. "Guys!" He called. "Hey!" Suddenly, he slipped on a patch of ice, and fell down right in front of his friends, making Gwen and Mary laugh slightly, while Harry put his face in his hands.

"Smooth move, Pete," Harry deadpanned, as he held out a hand for Peter to take.

"Heh, yeah," Peter awkwardly agreed, accepting the hand and being pulled up. "Not exactly the best way to start an apology."

"Hey, if you have a good one, I'm all ears," Harry told him, still a bit irritated.

"Well, I was working over at Stark Tower, and-"

Peter cut himself off when Harry rolled his eyes, visibly miffed about something.

"What?" Peter asked, confused. "Did I miss something?"

Mary Jane patted the redheaded boy's shoulder. "When Stark was doing that interview thing with everyone, he interviewed Harry."

"The jerk," Harry added.

"What happened?" Peter asked, still confused. "What did he do?"

"Everything was going fine!" Harry almost yelled. "He liked my attitude, he liked my extracurriculars, he liked everything! Until he read my last name..."

Peter's face fell, knowing exactly what happened. "Osborn..." he muttered.

"Yep! 'Sorry kid'", he said in a mocking voice. "'I don't work with Osborns. Could never trust an Osborn! Could never trust the competition! Blah blah blah'", he scathed.

Peter rubbed the back of his head at the news. "I'm sorry Harry."

Harry scoffed. "Forget it. You probably don't care."

Peter was hurt at the words. "Harry, you're my best friend! How could I not care?"

Harry waved his hand dismissivly at the brunette, as Gwen and MJ watched the confrontation awkwardly from the sidelines. "You got the job! You're always working over there now, around all these superheroes and everything. I bet you're just basking in it! Hell, I bet you're raking in the dough selling pictures of that place to the Bugle!"

"I haven't done anything like that!" Peter defended.

"Save your breath!" Harry told him. "Even if you don't, we all know what you really care about!" Harry looked at his watch. "We missed the movie by an hour because of you. The next showing isn't until seven, and I'm going to be busy with that history project. So much for a fun day out. Thanks Pete," he finished bitterly, as he walked away, steamed.

Peter felt a pit in his stomach, as he watched his best friend in the world storm away. He felt terrible, knowing that he has been letting his Spider-Man responsibilities get in the way of his friends. "I'm...I'm sorry..." he told his remaining friends, sad.

Gwen came up to him, and gently touched his arm. "Pete, it's ok. It's not really you. I mean, you've always been forgetful. Harry's use to that."

Mary Jane nodded, the fiery redhead not happy with what she just saw. "I think Harry's just going through a lot right now. His dad might have something to do with it. I heard he's working a lot more than usual."

"Plus, that Stark thing didn't help," Gwen explained, as Peter looked at his feet.

"Maybe. It's just...ugh," Peter groaned. "I'm an idiot."

"You're not an idiot," Mary Jane dismissed.

"I'm totally an idiot," Peter argued. "I should be there for him. I..." he trailed off, not quite sure how to finish his thought.

"Maybe we should just head home," Gwen suggested, making her two friends nod in agreement. The three separated, as they started to walk away from each other.

"Hey Pete!" Gwen called, making the brunette look back for a second at the beautiful blonde. "You're not an idiot! Remember that!"

Peter gave a weak smile. "I'll remember."

* * *

He was such an idiot.

It was a little bit later, as Peter, now in his Spider-Man outfit, was swinging around the cold city, the early February weather nipping him as he moved. He decided to clear his head the best way he knew how.

By racing through the city on his webs, of course.

He felt so bad about Harry. His friend had a point. He was letting those he cared about down while he worked over at Avengers Tower. And by "work at Avengers Tower", he means "putting on a funny costume and kicking criminals' butts."

They had planned on going to the movies all week, and of course, Ol' Airhead Parker had to forget. Typical.

And poor Harry is under enough stress already without thinking about if he could count on his friends. When your distant dad is the head of a mega corporation, and when you're a teenager struggling to get through certain classes while also having a life, things can be hard.

Peter landed on a wall, sticking to it like glue as he leaned his back onto it. He hated this. Having to juggle being a hero with family, friends, school, work, and now the Avengers. Sure he wasn't an official member, but he doubt they'll care much when they have to call him in to stop an alien invasion or something.

"Man, I need something to take my mind off this..." he muttered to himself.

As an answer to his thoughts, he saw Electro once again, another bag of money in his hand, flying way down below the webhead, that same arrogant grin on his face as before. Peter noticed that he was heading into Hell's Kitchen.

"Well, that will do," he stated, as he shot out a web and started to swing after him. "Alright Electro, get ready for round two."


	11. Chapter 11: Enter the Wolverine

"Report."

The sun was starting to set, as the Kingpin of Crime was standing in his office, looking out his window, his hands resting behind his back. The large man frowned as he looked at the city skyline, a bit disappointed that he had not yet reached his goal.

His right hand man, the Rose, read the information on his tablet, swiping through it as he peered out of the openings of his red mask. "Crime projections are stable, while we seem to have a slight increase of control in Harlem's drug market."

"And how is our new employee doing?" The crime lord asked.

"Who, Electro? Mister Dillon called about five minutes ago, and said that he's met his goal."

Kingpin got a large smile on his face. "Excellent."

* * *

"Come on, Electro!" Spider-Man said, as the two were fighting up and down the streets of Hell's Kitchen. "Give up!"

"Leave me alone!" Electro shouted, shooting bolts of lightning at the webhead, as he just kept jumping out of the way.

"But I want to be your friend!" Spidey joked, grabbing a nearby mailbox with his web, and throwing it at the villain. Electro, however, destroyed the box with a blast of energy, sending seared letters floating everywhere. "Pretty sure tampering with the mail is a federal crime," Peter said, "Now I have to beat you up on a government level!"

"Oh my god, will you just shut up!?" Electro yelled at the teenage hero, as he floated high in the ground, bag of money still in hand.

"It's like you don't even know me," Peter said, as he hopped straight at the floating villain, tackling him in midair. The two scuffled for a few seconds, only for Peter to receive a electric punch to the face for his efforts, sending him back down to the ground, hard.

"Seriously? That the best you can do?" Electro asked, not impressed.

Peter soon recovered, getting into a crouching stance. "Stuff like that seemed to work last time I whipped your heiney. I figured, why not this time?"

"This ain't last time!" The living lightning rod growled. "Ugh! I don't have time for this! I got things to do. Later, Bug!" He said, as he quickly flew away.

Peter shot a web, quickly swinging after him. "Will you knock it off with the 'Bug' thing? It isn't as clever as you think it is."

Spider-Man chased Electro throughout the small section of the city, as Electro kept trying to lose his pursuer by going through every alley he could find, taking as sharp of turns as possible. However, he couldn't throw the superhero off his trail.

"Damn kid!" He yelled, frustrated. The villain suddenly dove through the front doors of a bar, disappearing from Peter's sight.

Peter landed on the ground in front of the bar, and quickly went inside. He looked around, to see only a couple people inside, sitting on the dank and slightly broken down furniture. The bar was pretty underwhelming, with tacky neon signs on the walls, and a broken down jukebox in the corner. The few folks inside looked at Spider-Man in confusion, surprised at the sight of him. There was no sign of Electro.

Peter felt very, VERY, out of place. "Uh, hi," he awkwardly waved. "Did anyone see a guy come in here? Green and yellow costume, really dumb mask, had lightning coming off him? Anyone?"

Suddenly, he heard the front doors swing open behind him, making the wallcrawler turn around, scanning the source of the sound with his opaque lenses.

He saw a grizzled looking man, wearing a leather jacket and jeans. He had thick black hair, with thick mutton chops on the sides of his face, and a high hair style on his head, which seemed to end in two points. He had his hands in his coat pockets, as he looked at Spider-Man with narrowed eyes. He sniffed the air for a second, before looking back at the teenager. "Found you."

Peter raised an eyebrow at the guy. "I didn't know I was trying to hide. Can I get a do-over?"

"Real funny for a monster," the man gruffly accused.

"Monster? I'm a spider. Spiders aren't monsters," he quipped.

"I can smell him on you. Been tracking that scent all night, and you can't fool this nose," the man told him.

"Following scents? What are you? The Amazing Human Dog?"

"More like..." The man took his hands out of his pockets, as three metal claws popped out of both of his hands. "Wolverine. Now, where's Kingpin!?"

"Who?" Peter asked, genuinely confused, and more than a little concerned by Wolverine's claws.

"You can't lie to me! His scent is all over you!" Wolverine yelled, as he lunged at Peter with alarming speed, making the hero's spider sense go off like crazy. Spidey dodged at the last second, the claws threatening to slice his chest wide open.

"Scent? What are you talking about?" Peter asked, as he kept dodging attack after attack. Peter ducked under another swipe of the claws, before uppercutting the man, hard. Wolverine flew towards the jukebox in the corner, making it come on.

"Heeey," Wolverine muttered, wiping a the back of his wrist over his mouth as old rock music played.

The webhead shook his fist in pain. "Ow! What the heck are you made of?" When he was done, Peter finally realized what the attacker was talking about. "Wait! That's not my scent! There's this guy named Electro, and we kinda got tangled up, and-"

Wolverine snarled, lunging at Peter again, who was able to grab the man by the arm and throw him throw the window of the bar, shattering the glass as Wolverine landed hard on the outside, his claws retracting as the cold air came seeping in.

Immediately, Peter was concerned, as he hopped out of the window himself. "Oh my god! Are you ok? I didn't mean-"

Peter froze when Wolverine looked up, his lips curled back ferociously, as the shards of glass that was stuck in his skin started to fall out, his skin healing almost instantly.

"What are you?" Spider-Man asked.

"I'm one of a kind," the mutant retorted, grabbing Peter and slamming him into the ground before the teenager could react. Peter looked up, to see Wolverine pop his claws back out, stabbing down towards Spider-Man's head. Spidey was able to roll out of the way, surprised by how fast his opponent was.

"Will you stop trying to make me into a Spider kabob?" Peter begged, as he delivered a kick to Wolverine's skull from the ground. "They aren't as good as you think they are."

"I'm tired of you and your boss ruining this town," he growled. "I'm going to end it, one way or another!"

"I keep trying to tell you, I don't know who this Kingpin guy is!" Peter tried to explain, still dodging attacks. Peter finally had enough, as he quickly jumped around the mutant, firing webs at him from all directions, and tying him up.

Wolverine struggled for a few seconds, before cutting his way out, shocking Peter. His webs could stop solid steel. What the heck were those claws made out of?

His spider sense tingled again, but before he could react, Spidey was grabbed by Wolverine, as the mutant charged the hero into a convenience store across the street from the bar, sending the two crashing through the front windows, shocking the cashier inside, and sending glass and several cases of soda along the hard tiled floor.

The two quickly recovered, as Wolverine kept trying to slice the webhead with his claws, as Peter desperately kept trying to dodge. Peter gave a few quick jabs to Wolverine's jaw, only for the mutant to kick Peter hard in the gut, knocking the wind out of him, and sending him crashing into a shelf of snacks, tipping everything over.

Wolverine quickly walked up to him, as Peter was on the ground recovering. Panicked, he looked around, as Wolverine stood right over him, getting ready to stab him with his claws.

His attack was interrupted as Peter hopped back to his feet, and hit Wolverine in the face with a candy bar he grabbed.

Wolverine stared wide eyed at the boy, not sure how to react. "Did you just hit me in the face with a Snickers?"

Peter looked at the chocolate bar in his hand. "King sized," he confirmed.

The mutant just blankly looked at him.

Spider-Man's wide lenses stared right back at him.

Wolverine narrowed his eyes.

Peter kept staring, before nonchalantly shooting a web into Wolverine's face, blinding him.

"Agh!" Wolverine complained, before Peter flipped backwards, hitting him with a kick in the process. The mutant was able to quickly cut the sticky fluid off of him, as he snarled dangerously. He was furious, as he was starting to lose his patience. Spider-Man crouched over slightly, ready to keep fighting.

"Enough!" A voice called out, making the two stop and turn their attention towards the source of the sound.

Peter's eyes widened slightly, not believing what he was seeing. He was looking at a myth. Or what he use to think was a myth.

A man wearing a red costume, with the initials 'DD' embroidered on his chest, and horns on his head was perched onto the broken window of the convenience store, looking at them. He looked like a devil.

"I don't appreciate it when two people start smashing up my turf," Daredevil told them. "Especially when we're probably all after the same thing."


	12. Chapter 12: Street Level

The skyline of Hell's Kitchen is not the most impressive sight. In the small corner of New York, there were only three places worth talking about at all. The offices of Nelson and Murdock are in stark contrast with Fisk Tower, the two representing the exact opposite of each other.

However, the third place is one that's a little bit less conspicuous. A tower that doesn't officially have a name, as the owner believed it was important to have some anonymity in his line of work. And for the decades that he was on top, he lived by it.

In his foyer, an old man, easily in his 70's if not his 80's, sat in his large, comfy chair. He had a glass of champagne in his hand, his ancient fingers wrapped around it as he patiently waited. He put a hand through his gray hair, the source of his name.

The door to the roomed opened, to show his right hand man. An imposing suited figure, with pure white skin, and shark-like teeth. He had a file in his hands.

"Tombstone," the man greeted.

"Silvermane," Tombstone grunted. "We got some interestin' info about Fisk."

Silvermane frowned at the name. "Ugh, and what is that living thorn in my side doing now?"

"What he's doin' is fixin' to get himself killed," he explained, as he handed the file to the mob boss.

Silvermane grabbed it with slightly shaky fingers, opening it up and sifting through it. A smile grew on his face. "So, he got the Daredevil's attention. Spider-Man and some unknown man as well...hmm...I feel like we're missing someone."

Tombstone smirked. "I agree. Wanna tip Skully off?"

Silvermane nodded, closing the file. "Do it discreetly. I don't want you dead."

"Makes two of us, boss," the thug agreed, leaving the man alone.

The crime boss took a sip of his champagne, looking forward to the night ahead of him.

* * *

It was nighttime in Hell's Kitchen, as a few police cars were at the semi-destroyed convenience store, trying to figure out what exactly happened.

A few rooftops over however, three people were talking, trying to make sense of their situation.

Spider-Man was looking at the two people who were joining him, not sure what to do. One had shiny claws that tried to stab him, and the other one was dressed as a devil.

Well, at least he was making friends.

"Logan," Daredevil greeted the mutant.

"Hey bub," Wolverine gruffly responded.

"You two know each other?" Peter asked.

"We've had a few run ins with each other before," The Man Without Fear explained. "So, Logan, any chance you want to explain why you and the kid were smashing up the neighborhood?"

Wolverine took a cigar out from his pocket, before sticking it in his mouth.

"Ew," Spidey uttered.

"Shut up, kid," Wolverine told him, lighting it. "I smelled some Kingpin on him, thought he was one of his."

"Him?" Daredevil asked, pointing at the web slinger. "He's 16."

Peter's eyes widened under his mask. "How did you-?"

"Your heartbeat," the devil pointed out. "It's the same as other 16 year olds. Plus the amount of sweat and hormones you're giving off right now, not to mention the slight cracks in your voice, and it's obvious you're a teenager."

Peter was flabbergasted. He looked over at the mutant, who simply shrugged in response. He then back over at the protector of Hell's Kitchen. "Any chance you can tell me my fortune too?"

"Ha ha," he dryly responded. "Go home, kid. You aren't ready for this kind of life."

Spidey shook his head. "Nuh uh. Electro is around here somewhere, and he's my responsibility."

Wolverine raised an eyebrow. "Electro? That the guy you were fightin'?"

"Yessireebob"

Wolverine scratched his chin, as he took a drag of his cigar. "That's where Fisk's smell came from. He's working for Kingpin."

"And why do you want him so bad?" Daredevil asked. "What did he do to you?"

"Some of his thugs shot up a store in Westchester," the mutant explained.

"And?" Murdock urged on.

"What do you mean 'and'?" Peter asked. "That sounds like a good reason to me."

"To you," Daredevil said, "Not to him."

"He injured a kid I knew. Injured him bad," Wolverine admitted.

"So what is this?" The lawyer asked. "Revenge?"

"Somthin' like that."

Daredevil nodded his head in understanding. "Alright. Fine. We all want to go after the Kingpin."

Spidey shrugged. "I guess."

"So what we waitin' for?" Wolverine asked, as he threw his flicked away his cigar, and started walking away from the other two. "Let's move," he told the others, before jumping off the rooftop.

"He's a friendly guy, ain't he?" Spider-Man stated. Daredevil gave him a wry look, before running off the rooftop, jumping after the mutant. Spidey sighed. "Great. It's gonna be one of those nights, huh?" He mumbled, before shooting a web and swinging after his new partners.

* * *

"I just don't get why I'm in California."

Tony was tinkering with some of his armor, as he was talking to Pepper over his communication screen.

"You're in California for business," Tony simply stated, as he was using a screwdriver on one of the armor's hands.

Pepper scoffed on the monitor. "Business I could easily do in New York over the phone."

"Miss Potts, you of all people should know how important it is to be face to face with clients," Stark quipped, as he slightly shocked himself on a part of the armor, making him wave his hand around for a second.

"Tony, what's wrong?" Pepper asked, concerned.

The billionaire froze for a second, before turning towards the monitor. "I have no idea what you're talking about."

"Don't lie. You practically pushed me out the door and into the plane."

"I just...wanted you to be in California, ok? The weather's way nicer over there right now. Cap's actually shoveling the drive right now," he joked.

"What are you scared of?"

Stark went quiet.

"Tony?"

"I just-after the Scorpion thing, and everything, I'm...I'm worried. About you."

"Tony, we can-"

"No. No 'we'. They're after me, and as long as you're on the other side of the country, it's only me. I don't know what's going on, but I-I feel like someone's trying to get to me. There was this Rhino guy that Peter fought before, but he wasn't after him. He was after ME. It just seems way too coincidental to not be planned."

"I can help, Tony," Pepper pleaded. "You don't have to be alone on this."

Tony looked down, a slight hint of sorrow on his face. "I'm sorry, honey," he told her, before turning off the computer, ending the conversation with her. "But I do."

* * *

The three heroes were looking at the illuminated Fisk Tower, which was only a few blocks away from their position on a foreign rooftop. Spider-Man was crouched on the edge of the building, while Wolverine and Daredevil stood next to him.

"So, how do we get in there?" Peter asked his cohorts. "Knock on the front door and pretend we're girl scouts?"

"It's simple," Logan stated. "We find a bodyguard, take his keycard, and get in that way."

Daredevil shook his head. "They don't use keycards. Everything is DNA scans. Maybe they have an unlocked window?"

"In winter?" Logan scoffed. "Give me a break."

"How about a rooftop entrance?" Spidey suggested.

"We could force one of the guards to open the door," Wolverine said.

"Fisk's trained each of his men not to fall to sheer intimidation," Murdock told him. "Trust me, I should know."

"Guys?" The webhead attempted again. "Rooftop? Seriously, what am I, chopped liver?"

"No," Wolverine said, before popping his claws. "Do ya wanna be?"

Peter gulped. "I'll be good."

Daredevil scratched his chin. "The rooftop would work. Only problem is that it's way too high for me and Logan to get up there."

"How about we..." Wolverine trailed off, as he started sniffing the air. Matt also seemed a bit distracted.

"What's wrong?" Peter asked.

"I smell someone..." Logan muttered, his still popped claws out as he looked around the buildings around him.

"Me too..." Daredevil said. "Smells familiar..."

"I feel left out," Spider-Man quipped. "I'm the only one here without super smelly powers."

"Shut it!" Wolverine snarled. "We need to figure out who-"

Suddenly, the mutant's thought was interrupted as a bullet whizzed into the back of his head, making him fall to the ground, as Peter's spider sense started buzzing out of control.

"Wolverine!" He called out in panic, as a barrage of bullets came flying towards him and Daredevil, making the two quickly dodge out of the way, avoiding grave injury.

"Relax, kid!" Daredevil yelled, as the two kept dodging attacks from the unknown assailant. "He's a mutant with a healing factor! It takes a lot to kill him!"

Logan slowly got up, as the wound in the back of his skull started healing over. "That hurt," he muttered, snarling at where the attack came from. Without warning, however, he received a hard kick to the gut, sending him off crashing off the rooftop, and down to the street below.

Peter crouched to the floor, not sure who the attacker was, and was unable to get a good glimpse of his face, shadows covering most of the man's body.

"Oh no..." Daredevil muttered. "Not him..."

"That's just the reaction I wanted to hear," The webhead quipped, scared. "Whose the guy that makes the devil guy worried?"

"He's the-" Matt was cut off by the unknown man pulling two guns out from his long trench coat, firing at him. The Man Without Fear flipped out of the way of the impending bullets, as Peter jumped towards the wall of the slightly taller building next to them.

"Now, who got you those?" Peter asked. "Come on, you'll shoot your eye out kid!" He joked, as he jumped straight towards the man.

The attacker threw a small Taser device at the webhead, having it hit him square in the chest, as electricity surged throughout his body. Peter crashed hard onto the rooftop, as he woozily tried to get back up.

"Seriously, how many times am I gonna get electrocuted today?" He asked, as he propped himself up slightly, still stuck on the ground. He heard a gun click, as he looked up to see the barrel of a machine gun pointed right in between his eyes.

He finally saw the attacker. A middle aged man with jet black hair and stubble, who wore a long, black trench coat, and what looked like a bodysuit underneath. He had holsters for his many weapons along with plenty of ammo belts, as the man looked like a walking armory. He had one very distinct feature though. The large skull on his chest.

The Punisher showed no remorse on his face, as he steadily pointed his gun at Spider-Man. "Trust me, electrocution is the best case scenario for you right now."


	13. Chapter 13: To Punish

Peter was doing everything he could to stay semi-calm.

The Punisher had his gun, unwavering, pointed right in his face. His spider sense has been unrelenting, buzzing uncontrollably ever since the vigilante first started attacking. Spider-Man stayed perfectly still on the ground, knowing that any sudden movement would end with him dead.

Peter knew who this was. The Daily Bugle reported on him multiple times. Frank Castle, a former war vet in top physical shape, with a talent for using weapons. He's been on a crusade against crime for years, killing everyone he's come across.

And now he's pointing a gun in his face.

"Any last words?" Punisher asked.

"What?" Spidey asked, scared.

"It's obvious that you're young. I'm giving you one last chance to get anything off your chest, before I put a bullet in your head," The vet callously explained.

"You're making a mistake!" Peter gasped, hoping that Daredevil or Wolverine would recover already and save him. "I'm not a crook!"

"You're on your way to Kingpin," Frank stated. "Corrupting kids. Disgusting. I wish there was another way, but..." he then cocked his gun. "There isn't."

"Come on!" Peter pleaded. "I help people!"

"Not from what I read. The Bugle keeps pretty good track of all the crimes you've committed."

Peter swore in his head. He's going to KILL Jonah. If he survives this, of course.

"Castle!"

The Punisher turned towards the sound of his name being called, to see Daredevil standing there, finally recovered from the attack sent by the one man war on crime.

"Oh. It's you," Frank said, curtly. Peter looked over at the Man Without Fear, who seemed a little too calm for his liking.

"Let the kid go, Frank," He told him. "He's not a crook. He's annoying, but he's not a crook."

"Tsk. Hurt," Peter said in mock indigence, still trying to stay calm. The Punisher looked at him in slight curiosity, considering what the masked lawyer said. After a tense moment of staring at the teenager, he slowly lowered his rifle.

"What are you doing around here, Devil?" Punisher asked, as Peter was dumbfounded. The man was ready to murder him, and now he's just acting like nothing happened.

Wolverine was finally able to climb up over the edge of the rooftop, using his claws to get himself up. "What'd I miss?" He asked, seeing how calm everyone was.

"We have a guest," Daredevil explained, as the two vigilantes stared hard at each other, Punisher with his gun hanging out of his hand, and Daredevil with his signature Billy club in his.

"I asked you a question," Punisher stated, as Wolverine walked over to the others.

"I heard," Murdock said. "We're going after Kingpin."

Punisher raised an eyebrow. "Really?" He asked, incredulous.

"Hey Spidey, are you ok?" Peter suddenly blabbered, as he got off from the ground. "I'm fine, thanks for asking. Good, because I was really worried that the weird guy in the trench coat was gonna shoot you. Yeah, same here."

Punisher stared at the wall crawler. "Go away, kid. The grown ups are talking."

Spider-Man just looked back with his opaque lenses. "Uh, excuse me?"

"I actually agree with him, for once," the masked lawyer added. "Give us some space."

"But-" Peter was about to argue, before Wolverine put a hand on his shoulder, and shook his head.

"Come on, kid," he said, guiding the web slinger away from the other two.

"I'm part of this too, ya know," Peter quietly said.

"I know," Wolverine reassured. "But those two, they have some history. And you don't want to be around that right now."

When the two were far enough away, the Punisher shook his head. "Have you really gotten that desperate to stop him? You're getting the help of kids?"

Murdock also shook his head. "Things just kind of happened. He's young, but he seems good."

"He shouldn't be here. He's too young for our line of work."

"OUR line of work?" Daredevil asked. "I defend the innocent from criminals. You murder people."

"I stop criminals from hurting others," Castle defended. "Permanently. We're the same."

"We are NOT the same."

"Yes, we are!" He exclaimed. "Are you really that blind? The only difference is that you're too much of a coward to finish the job."

Daredevil clenched his fist, anger flooding through him. He took a deep breath, calming down slightly. "We can argue about this later. Castle, what the hell are you doing here?"

"I got a tip that Kingpin was planning something big. He needs to be taken down before that something happens," he stated, matter-of-factly, as the two started walking over to the others.

"Let me guess, you're going to kill him?" The Man Without Fear asked.

"Do you think there's any other way?" Frank asked, making Daredevil go silent.

"Wait, you're going to kill him?" Peter asked, shocked.

"There...he can't..." Daredevil tried to explain.

"We can't do that!" Spider-Man told him. "We're the good guys! Good guys don't kill!"

Castle scoffed. "Will you grow up already?"

Wolverine rolled his eyes. "Actually, I agree with the kid," he said, as he walked closer to the Punisher. "We need him out of power. If we kill him, another guy will just take over."

"You don't know that," Punisher stated.

"You don't know if killing him would work either," Peter argued.

"You don't understand," Daredevil told him.

"Enough!" Wolverine growled, stopping the tense conversation. "We can figure out what we're going to do later. Right now, we need to think of a way to get in there."

Daredevil nodded. "He's right. How do we get to Fisk?"

Castle scoffed, as he reached into his leather coat. "Amateurs. Never prepared," he scolded, as he pulled out like looked like a small button.

Spidey stared at him with wide lenses, as the others were equally as interested. "He's got a button. Punisher's got a button. Should I panic now?"

Punisher shook his head. "Nothing to worry about. Unless you're one of Fisk's men on the 15th floor," he told him, pushing the button.

A loud bang sounded, making the three jump in surprise as they turned around, to see Fisk Tower, an entire floor covered in fire, smoke rising up into the air, as shattered glass from the windows fell to the streets below.

"Oh my god..." Peter gasped, as Daredevil and Wolverine watched with there mouths agape.

* * *

Meanwhile, in his tower, Silvermane looked out his window, as he watched the explosion happen on the 15th floor of Fisk Tower.

He smiled to himself, his wrinkled skin curling slightly as he took a sip of champagne from his glass. "Good."

* * *

Daredevil had Punisher by the collar, throttling him in frustration. "What did you do? WHAT DID YOU DO!?"

Punisher was nonplused, not seeing the big deal. "It was a minor explosive. Prototype stealth tech. I've had it up there for months. I just needed a plan to use it."

"You blew up an entire floor of a skyscraper!" Spider-Man exclaimed, not able to believe what happened, as the fire was starting to burn out in Fisk Tower.

"The one floor that wasn't built with reinforced steel," Castle stated. "Now we have an opening."

Murdock punched the vigilante hard across the face, busting his lip open as he fell to the ground. "You killed everyone who was on that floor! I just heard at least nine heartbeats fade away. I can smell their burning skin!"

"They were criminals!" Castle angrily argued.

"They were people!" Daredevil yelled back.

The rooftop went silent, tension filling the air around them once more. All four were ready to fight, as it seemed like the next logical step.

Instead, Frank got off from the ground, and started to walk away from the group. "I just gave you guys an opening. Whether or not you use it is up to you." He then gave one last, cold glance at the others. "But if you don't want that bastard dead, you better hope you get to him first."

With that, Punisher left the group, walking down off a fire escape, as the others were left angry, and confused.

"So, what do we do now?" Peter quietly asked.

Murdock sighed. "We get Fisk. Logan, do you mind hitching a ride off Spider-Man?"

The mutant shook his head. "As long as the kid shuts his yap for a bit."

"No promises," Peter tried to joke, earning a small smile from the grizzled man.

Daredevil started walking away, as the other two followed. He had his head down in contemplation. "Then let's take down the Kingpin."


	14. Chapter 14: Storming the Castle

"What the hell!?"

Max Dillon, clad in his Electro costume, rushed down the stairs, flying as fast as possible through Fisk Tower to get to the source of the explosion. Once he arrived at his destination, he could hardly believe his eyes.

"Holy..." he trailed off, as he saw the sights of the bodies of Kingpin's men working on the floor. They weren't moving, burned and scarred beyond recognition. Small fires littered the once pristine carpet, scorching it with dark marks. Smoke still hung in the air.

Electro was starting to panic. The tower was under attack, and-

Suddenly, the smoke alarm went off, making him cover his ears in shock. "Really, NOW you go off!?" He cursed, not believing his luck. When he started working for Fisk, it was suppose to be an easy paycheck. Not...this!

Wait, the alarm's connected to emergency services. Crap! Why Fisk connected to them, he'll never know. If the cops and fire department show up, there's a good chance they'll investigate the place.

He cannot let that happen.

Electro decided to fly away from the floor, towards the front door to the tower. He can ward off the cops, make them think that he's the one that blew the place up. They won't search the tower then.

First Spider-Man, now this. Can his night get any worse?

* * *

"Any chance you can go faster? This is really uncomfortable."

Peter was swinging towards the opening in Fisk Tower, holding up Wolverine with his free arm as they soared through the air.

"I'm going as fast as I can!" Spider-Man told him. "Besides, holding a man with heavy metal bones isn't my idea of a picnic either."

Wolverine went quiet, as he inspected the teenager that was transporting him. "Are you ok, kid?"

"Jeez, are we really going that slow?"

"No, I mean, are you ok?" The mutant asked. "Y'know, with the whole Punisher thing?"

Peter lightly shook his head, as the two got closer to the tower. "It just...feels wrong, you know?"

"What does?"

"Using this hole," the webhead explained. "He killed people doing this. We're going to see their corpses, and...I just..."

"Kid, I get it," Wolverine started, "but the Kingpin is a monster. We need to take every advantage we can get, even from lunatics like Castle."

Peter sighed. "It still feels weird."

Finally, the two got to the smoldering chasm in the wall of Fisk Tower, as they landed inside the building.

"Oh god!" Spidey retched, almost throwing up when he saw the sight of the destroyed hall, the Kingpin's motionless henchmen lining the floors, dead. The teenager could smell burning flesh, as he doubled over, trying to contain himself.

"Kid? Kid!" Wolverine said, as he grabbed Spider-Man by the shoulders. "Get a hold of yourself."

"I know he's bad," Peter said, "but no one deserves this."

"Kid, I think it's time for you to go home," Wolverine told him. "It's only going to get worse from here."

"No!" Peter protested, shaking off Wolverine. "I need to find Electro. We need to get him, and the Kingpin, and shut this entire thing down."

Wolverine raised an eyebrow. "Why do you care so much about this?"

"This guy, Fisk," Spider-Man said. "From everything you've told me about him, he's the worst. Everyday, I deal with the people this guy controls. Robbers, muggers, arsonists, everything. I just didn't realize that they worked for him until tonight. We take him out, everyone else goes down too. This city suddenly becomes a lot safer."

Wolverine stared at him, a bit surprised. The kid was right. Fisk did have control over most crime in the city. "I'm starting to really like ya, kid," Wolverine told him, as he started walking down the hallway. "Don't mess that up."

Peter chuckled slightly, following. "Course not. I need more followers on Twitter."

* * *

"They should be in by now."

Daredevil ran up to the front of Fisk Tower, stopping right next to the large water fountain that decorated the large concrete expanse that was around the entrance to the tower. The fountain itself was a large 'F' that spewed water.

"Tacky," Daredevil dismissed, as he was about to go into the tower, only to be stopped by a lightning bolt hitting the spot right in front of him. He quickly flipped backwards as more lightning was thrown towards him. Finally, he stopped, seeing with his radar sense who his attacker was.

"Seriously!?" Electro exclaimed, floating down to the ground. "Can't you super freaks just leave me alone!?"

"Electro, I presume," Daredevil coldly greeted, ready to fight.

"Yeah, and who are you suppose to be?" Electro brashly asked. "Hellboy?"

"I think that one's taken," Daredevil told him, as he drew his Billy club.

"Wait...I know you...I saw ya in the paper! You're that Daredevil guy!" The villain exclaimed. "Urich won't shut up about ya in the Bugle."

"Stand down, and maybe I won't hurt you too badly," Daredevil threatened, earning an arrogant chuckle from the former electrician.

"You think you can take me?" He asked, firing another beam of lightning at the hero, who dodged it as he ran straight towards him. He cracked his Billy blub open, as the guardian of Hell's Kitchen threw one half of it towards Electro, having it crack him in the face, making him recoil in pain.

Daredevil then jumped towards him, kicking Electro in the face and making him fall into the fountain, having the villain yell in agony as he started crackling with energy.

"You mother-ARGH!" Electro cried, as he quickly got out of the water, sizzling slightly as he shook off the last bits of liquid. He then flew into Fisk Tower, angry beyond belief.

"This should be interesting," Daredevil said to himself, as he ran in after him.

* * *

"Where the heck did these guys come from?!"

Spidey and Wolverine were currently fighting off waves of Kingpin's goons, who happened to come across them as they were making their way up the tower.

"Must've been heading towards the 15th floor," Wolverine said, as he kicked one of them in the gut. He then popped his claws, as he started cutting the guns of the guards near him, before taking them down with precise, non-lethal strikes.

"Wow, I thought you would've cut these guys to pieces," Peter remarked, shooting webs at two henchmen, before picking them up over his head and slamming them to the ground.

"Figured there's been enough killing around ya tonight," he stated, as he got shot in the chest a couple of times, not flinching. "Although, if ya feel like leaving..."

"I'm good," Peter quipped, as he flipped over a few more guards who fired their guns at him, missing terribly. He landed behind them, pushing himself feet first towards them, and kicking them all in the back of their heads.

Finally, it seemed the two had knocked everyone out, as the two slowly calmed down. "That was fun, sorta, kinda, not really."

"With this many guards, we must be getting close," Wolverine stated, sniffing the air, grimacing. "This whole joint smells like Fisk. Disgustin'."

"Well, the sooner we get there, the better. I just hope that-" Peter cut himself off, as he noticed a guard on the ground, reaching for a button that was on the wall. "No!" He called in vain, as the guard pressed the button, before falling back down again, out of it.

An alarm klaxon started ringing throughout the tower, even louder than the fire alarm that was blaring before. The two heroes looked at each other, both panicking slightly as they knew more guards would be swarming the crime boss every second.

Suddenly, Electro came soaring past them, crashing through the two and making his way further up the tower. A few seconds later, Daredevil came in, running after him. "Gentlemen," he emotionlessly greeted, following the super villain. Logan and Peter looked at each other for a moment, before running after their ally.

* * *

In the lobby of Fisk Tower, a large group of Fisk's personal bodyguards were freaking out, multiple alarms assaulting their ears.

"Everyone!" One of them called, "We need to get this tower on lockdown! Lock all doors and windows, and send some guys to floor 15. No one gets in or out!"

"All doors are locked, sir!" Another told him.

"Good, then let's-"

Suddenly, the squeal of tires filled the air, making the guards all turn in surprise, to see a large white van coming towards the front door, headlights seen through the glass. The guards braced themselves, as the van crashed through the door, shattering it completely, before spinning out to have it's back doors face the group.

They all looked up, as Frank Castle busted out of the van, an Uzi in each hand, and a callous expression on his face. The guards felt immediate fear, as Punisher opened fire on them all. Bullets flew through the air, tearing everything and everyone in their path. The guards cried in agony, as one by one they all fell victim to the gunfire. A few pulled out their weapons to defend themselves, but ultimately couldn't.

After a few moments, Frank ceased fire. The lobby was slick with gore, as the bullet ridden bodies of the guards laid motionless on the floor, in puddles of blood. The Punisher then calmly put the guns away, and stepped out of the van and over the dead henchmen. He then made his way to the elevator, opened it, and stepped inside.

"Time to end this," he grumbled to himself, as the doors to the elevator closed.

* * *

"I'm sick of this!"

Electro was desperately fighting off the three heroes following him, as he continued flying backwards through the tower.

"Every time I get something good!" He yelled. "Every time I get something going for me, you clowns show up!"

"We're not clowns!" Peter defended, as he dodged another of Electro's attacks. "I'm a spider, he's a devil, and he's...a hairy man."

"Watch it, kid," Wolverine warned, as he ran straight towards Electro, lunging at him. Electro avoided the mutant's claws, and grabbed him by the head, sending lighting throughout Wolverine's body, and making him cry out in pain. Electro then released Logan, as he fell motionless to the ground, burn marks on his skin.

"He's going to be really mad when he wakes up," Peter stated, still following the villain.

Daredevil frowned. "Kid, will you get serious and take this guy down?"

"With what?" Spider-Man asked. "There isn't exactly anything I can..." His thoughts trailed off when he saw a fire extinguisher down the hall they were currently in. Peter shot a web at it, snagging it, before pulling back into his hands. He then waited until he got close enough to Electro, who was still shooting beams of lighting erratically, before throwing the extinguisher at him.

Reacting, Electro shot the extinguisher with a beam of electricity, making it explode in his face, blinding him. Quickly, Spidey jumped at him, and delivered a hard punch to the chin, knocking the villain out cold, and making him fall to the floor.

"THAT was for all the times you electrocuted me today!" The web head yelled at Electro in victory.

Daredevil soon joined him, followed by Wolverine, who was still healing. "One less thing we have to worry about," Murdock stated.

Wolverine looked around. "I think we're on the top floor."

Daredevil faced him. "Then that means Fisk's office is here. We need to hurry up before the rest of the guards-"

The Punisher suddenly appeared, running past all of them with a determined look in his eye, and a pistol in his hand. The three heroes, realizing what was going on, soon ran after him.

"Castle!" Daredevil yelled, "Don't do this!"

Frank didn't respond, as the four got closer and closer to the large double doors that were at the end of the hallway. Finally, the Punisher reached the doors, and kicked them open to show the large, spacy office that Fisk had, with a large desk, and large chair that was facing away from them.

Frank pointed the pistol, and shot at the chair, the bullets going right through the fabric.

"NO!" Peter shouted, as the three joined Frank in the office. However, their fear was replaced by confusion when they heard laughter.

"So, you four decided to kill me?" Fisk asked, the chair still facing away from them. "How...daring, of you."

The four looked at each other, baffled, before Peter slowly started approaching the desk.

"There's no heartbeat," Daredevil stated.

"There's no smell," Wolverine added.

"There's no blood," Punisher observed.

The wall crawler reached the desk, as he stuck his gloved hand out, and grabbed the chair. He then spun it around, to show the startling truth.

"There's no Kingpin," Peter gasped, as he stared at the empty chair.


	15. Chapter 15: Deception

Spider-Man, Wolverine, Daredevil, Punisher.

All four were confused beyond belief, as the office of Wilson Fisk was completely empty.

"I have to applaud you," the crime boss's voice rang out in the room. "It took a lot of guts for anyone to invade my tower. Yet, here you all are."

"Fisk," Wolverine growled. "Where are you!?"

"Hmmm, Logan, is it?" Fisk asked. "You've been a bigger pain than I expected. Hence why you're in my office."

"Where's his voice coming from?" Peter asked, as he looked around him. Daredevil tapped him on the shoulder, and then pointed at a speaker that was on the desk in front of them.

"Fisk," Daredevil warned. "Speak. NOW."

Kingpin chuckled. "It's very simple, Daredevil. Right now, I'm on a business flight to Japan, watching you all stumble through my place of work through the camera system."

Spidey looked up, to see a security cam zoomed in on him.

"Since I was going to be out of town, I decided to move forward with some plans that I had been working on for the past five months now. You see, at the moment, I'm the Kingpin of Crime in name only. However, that won't be the case in the next few moments."

"What's your game, Fisk?" Castle bluntly asked, not pleased at all.

"You four are the ones who cause me the most trouble," Fisk revealed. "Whether it's by thwarting the crimes my men commit, or by sending some grunts to jail, you've been putting a damper on my expansion. Of course, my plans only involved three of you, but having the Punisher here is even better. Less people to stop me."

"Stop you from what?" Spider-Man asked.

"From completing my empire."

* * *

Silvermane frowned, as he stared out the window at Fisk Tower. The gaping hole in the side of it was still smoldering, but other than that, there has been no movement at all for at least an hour.

"Something's wrong," the old man said to himself. He quickly pulled out his cell phone, and dialed a number. He then brought the device to his ear. "Tombstone? Status report."

"Nothing's changed at the tower, boss," the thug for hire stated.

"I don't like this," Silvermane stated. "Get back over to the tower, and-"

"Boss! Somethin's comin'!"

"What?" He asked, as he looked to the side, to see a small missile heading straight for him.

* * *

The four men jumped at the sound of an explosion, and saw a giant blast of fire come off of a tower nearby.

"No..." Peter gasped, seeing his second explosion of the night.

"That wasn't me," Frank told the others, just as surprised as everyone else.

"No," Kingpin stated. "That was me. I had planned for weeks how to keep you all occupied, while I took out the competition. Now it seems I have."

"What...?" Peter was at a loss for words.

"My men have stolen and fired a missile at my main competition. I've killed Silvermane," Fisk stated, matter-of-factly. "Now, I truly am, and always will be, the Kingpin."

Spider-Man looked down, sullen, as Daredevil shook his head. "No..."

"Face it, devil," Fisk gloated. "You lost this round. I won. And when I come back from Japan, it'll be impossible to stop me. Or invade my tower, for that matter. Now if you'll excuse me, my jet's about to land. Goodbye, heroes." With that, Fisk let out a sinister chuckle, before the speaker on his desk had cut off.

"We were played..." Logan lamented, frustrated.

Peter looked down. "All those people who died. Everyone who was killed. And that madman got more power."

Daredevil walked to the young hero, and patted him on the shoulder. "Congratulations. You're one day older."

Peter clenched his fists, not believing the injustice in it all. "He used us. He distracted us so we couldn't save that man. So he could build himself up."

"Kid," Murdock consoled. "It's ok."

"No, it's not."

"Kid, things like this, they happen all the time. People live, people die. That's the life. The only thing we can do, the only thing any of us can do, is try our best. We tried to stop him, and we weren't able to. We just need to get better."

Spider-Man looked up, and had his opaque lenses meet with Daredevil's eyes.

Wolverine walked over to the two, still visibly annoyed. "Yeah, he's right. I don't like it, but he's right." After a moment, realization hit the mutant, and he looked around the office.

"What?" the Webhead asked.

"Castle's gone."

Daredevil and Spider-Man looked around, to see that the Punisher had in fact disappeared.

"Great. The psycho's gone," Peter complained.

"Come on, kid," Daredevil told him, as he began to walk out of the office. The three walked out of the room together, and went down the hall.

"At least we got Electro," Spider-Man stated. When they got further down the hall however, they didn't see any trace of the super villain. "Or not. Great, tonight's just been great, huh?"

* * *

In his offices in Harlem, Luke Cage leaned back on his swivel chair, bored out of his mind as he stared at the telephone on his small desk.

His partner, Iron Fist, walked in the room with two lattes, one for him, and one for his best friend. "Quiet night?" He asked, as he sat the coffee down on the desk.

Cage scoffed. "You got no idea. I guess the heroes ain't for hire tonight."

* * *

On a rooftop, far away from Fisk Tower, Spidey looked at his allies for the night, still not happy with the day's events.

"You did good tonight, kid," Wolverine stated.

"It doesn't feel like it," Peter replied.

Logan gave a little smirk. "Sometimes it don't," he said, as he started walking away from the other two. "If you're ever in Westchester, come find me."

Peter was quiet as he saw Logan get off the rooftop, and disappear into the night. The teenager then focused on Daredevil, who was perched on the edge, facing away from him.

"So," the wall crawler started. "Is that it?"

"For now," Murdock stated. "He's going to have extra protection now. But someday, he'll slip up, and we'll be there."

"We?" Peter asked.

The Man Without Fear looked back at him, his emotionless face etched onto him. He then looked away. "See you around," he said, before he jumped off the edge, and swinging away with his modified Billy club.

Spider-Man found himself alone, as he looked down, not able to comprehend what has happened. People died. A lot of people died. People who didn't have to die, all because of him.

He jumped off the roof, and started swinging towards his destination, knowing exactly what he had to do.

* * *

"That stupid spider!"

Electro was walking down an alley way, cursing and mumbling to himself. He's fired, he knows he's fired! There's no way Fisk would keep him after tonight.

"All because of that damn spider!" He cried. "Soon as I find that bug brain, I'm gonna fry him!"

"My dear Mister Dillon," a voice called, making the former electrician turn his head, only to see the sight of Doctor Octopus, Rhino, and Scorpion.

"Yeah, and what do you want?" He impatiently asked/

Otto only smirked. "A partnership. To take down the spider for good."

Electro raised an eyebrow under his mask. "I'm listenin'."

* * *

After a long night, Matt Murdock entered his law offices, dressed in his civilian clothes, with his cane in hand. He had decided to catch up on any cases he had missed while he was gone.

"Foggy?" He called. "Foggy? Nelson?"

"He went home for the night," a familiar voice said, making Matt's blood run cold.

"No," he whispered to himself.

Frank Castle appeared in front of him, a frown on his face. "It all makes sense. What else could Daredevil, a man with such strong morals, possibly have for a day job, other than a civil defender?"

Murdock knew he was discovered. There was no point in denying it. "How did you find out?"

Castle looked around the law offices, picking up a picture with Foggy and Matt at a beach. "I've been trying to figure it out for months. Tonight, I just decided to follow you."

"How? I didn't-"

"New stealth tech I acquired," he interrupted, knowing what he was about to ask. "Conceals everything about the person. Including their heartbeat. All I had to do was stay downwind of you, and I was golden."

Matt chewed on his bottom lip, not quite sure if he could win this fight. "What do you want?"

"Nothing," Castle told him. "I just wanted you to know where we stand."

"Yeah? And where is that?" Matt asked, venom on his voice.

"I know who you are," Punisher stated, plainly. "I know your friends, family, acquaintances, clients, everything. I know that after tonight, you probably would've come for me next, and I couldn't allow that."

Matt was trying to keep the fury that was building up inside him from coming out.

"You do good work," Frank told him. "But I do better work. You operate, I operate. If you come after me, I sure as hell can come after you," he told him, as he walked past him. "So let's make sure it doesn't come to that. Goodbye, Matt," he said, exiting the office and slamming the door behind him.

When the vigilante was gone, the lawyer threw his stick on the ground, and slammed his fists on a nearby desk, frustrated beyond belief.

* * *

Peter finally reached Avenger's tower, as he landed on the balcony, and made his way inside. He looked around the living room, to see Tony fast asleep on the couch, with the TV on some kind of infomercial.

He took off his mask, as he pulled out his flip phone to call Aunt May. However, he saw that he had a voicemail from her, and he also saw what the time was: one in the morning.

"Aw man," he mumbled to himself, knowing that he was screwed. He clicked the voicemail button, and brought the phone up to his ear.

"Peter? It's your aunt. Are you ok? I know you've been working really hard lately, so you're probably at Stark Tower. If you fell asleep over there, don't worry, I'm not mad. I just want to make sure you're safe. Call me when you wake up, and don't let that Iron Man give you any of his super trouble, ok? I love you."

Peter then shut the phone. "Love you too, Aunt May," he whispered to himself, as he wandered closer to where he wanted to go. He shuffled his feet through the tower, tired and upset, but needing to do this.

After a few moments, Peter made it to the training room, as he heard the grunts and strains of Steve inside. He raised his fist up to the door, and after a moment's hesitation, knocked on the door. The noises inside stopped, as the door slid open, showing Steve in his workout gear. He was surprised at the sight of the dejected boy.

"I...I need to get better," Peter sadly told him. Without a word, Steve understood, as he wrapped an arm around the teenager's shoulders, and guided him inside the training room, the door closing behind them.

* * *

"I'm very pleased to be working with you."

Kingpin sat in a chair, wearing a dark business suit, as he was in an ancient Japanese building. He was talking to someone over the phone.

"And how soon will the Hand be in New York?" He asked. "Really? Excellent. I will see you then." With that, he hung up, and faced a man that was nearby. "As for you, I seem to have a bit of a problem back in the states. You see, the Hand will be focused on Daredevil. The one I'm more concerned with, and the one who you'll be concerned with, is Spider-Man. He's been causing problems with my empire's growth, and after tonight, he'll only pose more problems. I need him taken down, permanently."

Kingpin stood up, and walked towards the man. "Rose," he said, as his right hand man entered the room, a briefcase in his hand. He then opened it up, and presented it. "This much, for the death of Spider-Man. Can I count on you?"

The man, clad in a red and black bodysuit, with various guns, grenades, and katanas on him, looked at the crime boss through tiny white dots.

"Sister, for that much money, you can count on me to do a whole lot more than kill," Deadpool told him.


	16. Chapter 16: Schooling A Hero

"Any News?"

Norman Osborn was at his desk in his private office, sorting through some files on his personal computer, as he looked up to see his government acquaintance.

"Not yet, Mister Toomes," Norman stated, getting back to his work. The older man frowned, as he walked up towards the CEO, and sat down in the chair across from him.

"How long has it been since you've deployed him?" Adrian asked.

"You know how long it's been. Or are you going senile, old man?" Osborn casually asked, not at all interested in the conversation.

"Show some respect!" Toomes bellowed. "I'm only asking for the report. If something goes wrong this time, I need to know all the facts so I can...redistribute them."

"Nothing will go wrong," Osborn reassured.

"Gargan proved otherwise," Toomes retorted.

Osborn looked up from his work, to give the old man an icy stare. He leaned forward, clasping both his hands together. "This will be nothing like Gargan. Marko is in full control of himself, and didn't show any changes to his mental state when we tested him. Now, do not question me again."

Toomes raised an eyebrow at the man, before shrugging him off. "Osborn, remember who my superiors are. They will not take too kindly to threats," he warned.

"That's the main difference between us, Toomes. I don't have superiors. Now, get out of my sight. I have work to do."

With that, Osborn focused back on his computer, as Toomes simmered in his seat. After a moment, he got up, and left the office, furious.

* * *

"Come on, please?"

"No, Peter."

It was another day at Midtown High, as Peter Parker and Gwen Stacy were walking side by side, talking about one of the more serious problems the young brunette was facing.

"Please! Harry won't talk to me," the teenager pleaded.

"Do you really think he'd want to talk to me about you?" The blonde asked, as the two continued down the halls of the school, books in hand.

"I...well, no, but...ugh, he won't give me a chance! He walks away whenever I get close!" Peter complained.

"It sounds like you just need to give him some time," Gwen said.

"But-"

"No Pete, that's exactly what you need to do," Gwen told him. "Just give him time. He'll calm down eventually."

Peter sighed. "I hope so," he told her. He still felt really bad for standing his friends up at the movies a few days back, and really wanted to make it up to Harry, who took it the hardest.

The two teenagers entered the science classroom, which was already filled with students. The bell rang, signaling the beginning of class, but the teacher had not arrived yet. Peter and Gwen took a seat at one of the lab tables close to the front.

After a few minutes of excited chatter from the students, the teacher finally arrived, wearing a white lab coat, a black shirt, and brown slacks. One of his sleeves were rolled up, showing his missing arm.

"Hello, Class," Doctor Curt Connors greeted, as he immediately grabbed a piece of chalk and started writing on the board at the front of the classroom. "I apologize for being late, I was caught up in a meeting. So, today we will be learning about the magnetic charges of protons, neutrons, and electrons, and how changing these can have adverse effects on the atoms they make up."

Peter paid close attention, as this was his favorite class of the day. Not a lot of people appreciated it, but Doctor Connors gave his lessons in incredible detail, letting Peter learn new things about subjects he was already well versed in.

His attention was ripped away from the teacher when a spitball hit him in the back of the head, making him flinch. He slowly removed it from his hair, as he and Gwen turned around, glares on their faces, to see Flash Thompson and Kenny Kong laughing to themselves, a straw in Flash's hand.

"Mister Thompson!" Connors called, looking right at the jock.

The smirk on Flash's face disappeared, as he slowly lowered the straw. "Uh, yes doc?"

The one armed doctor gave his student an incredulous look. "Spitballs? Really?"

"I, uh, I don't know-"

"Ah, save it," Connors told him. "Meet me after school today, young man." With that, he turned back around and continued writing on the board. "Anyway, protons are positive, with a charge of plus one."

Peter and Gwen turned back to the front of the class, completely interested.

* * *

Iron Man soared high above the city, the sun reflecting off his armor as he enjoyed his day off. He didn't have any business meetings, any Avengers meetings, and no superhero responsibilities for the day. He decided to just take a flight throughout Manhattan, and just relax.

"Tony?" Steve chirped in his ear over the com-link.

Aw, crap.

"What is it, Fossil Man?" The billionaire asked. "I'm busy not being busy."

"There's a disturbance near your position," Cap told him. "The feed's a little fuzzy, but it sounds like Museum of Science and History is being robbed."

"Oh, great, I was worried they were redecorating."

"Don't be glib."

"Did you just say glib?"

"Stark!"

"Alright, I'm going," Tony relented, as he quickly zoomed to where the crime was taking place. He arrived at the scene, landing amongst a sea of police cars that had already responded. The front doors to the museum were broken down, as Iron Man walked up the flight of stairs leading to it.

"Hello?" He called. "Bad guys? Hello?" About halfway up the stairs, he saw a silhouette in the doorway. "There you are. Look, I was having a really nice day not doing anything, so if we could skip the part where I kick your-"

He was interrupted by the sudden impact of a pair of feet hitting him in the face, making him crash down the flight of stairs and land at the bottom. The assailant landed behind the armored avenger, who quickly recovered.

"Ok, not cool," Tony complained, as he turned around to see a surprising figure. "What the-?"

He saw Spider-Man, crouched to the floor, an expensive vase in his hands.

"Kid?" Tony asked, only to have the web head fly at him in response. "Whoa! Kid!" He exclaimed, as he fired a repulsor blast at him, which he merely dodged. "What're you doing?! You're suppose to be one of the good guys!"

Spider-Man then landed a hard punch to Iron Man's helmet, knocking the shellhead down to the ground, and making him lose his bearings as the wall crawler jumped away, quickly going out of sight.

Tony was able to regain his surroundings, as he soon flied up into the air, scanning the area around him for his supposed friend. However, there was no sign of him. "Dammit!" He cursed, not being able to believe what just happened. "Cap?" He asked.

"Tony?" Cap chirped in his helmet. "Status. Did you get the robbers?"

Tony went quiet for a moment.

"Tony?"

"Call Peter. Something weird's going on."

* * *

The bell rang, making the students rise out of their seats, and start to file out of the class as the school day ended.

"Remember students," Connors said loudly, trying to get to them over their noisy chatter. "There will be a job fair in the auditorium for the rest of the week. I highly recommend you attend!"

Peter and Gwen walked side by side out of the classroom. "Goodbye Doctor Connors!" Peter called.

"Goodbye Mister Parker, Miss Stacy," he called back, a smile on his face. The smile quickly disappeared when Flash walked up to him, hesitant, and knowing he was in trouble.

Peter and Gwen walked out into the hallway, to see Harry Osborn and Mary Jane Watson walking on the other side of the hallway, talking to each other.

"Hey!" Peter called, earning their attention. Harry got a deep frown on his face, as he turned and stormed off away from his friends. Mary Jane looked at Peter and gave him an apologetic shrug, as she turned and quickly followed the male redhead.

Gwen adjusted the glasses she was wearing. "Wow, you weren't kidding," she stated.

"Yeah, I don't tend to do that when people are mad at me," Peter responded, rubbing the back of his neck.

She sighed. "He'll get over it Peter," she said, as she gently touched his shoulder. "I promise."

Peter shyly nodded, not really believing her, when a beeping sound suddenly came from his pocket, taking the two by surprise.

"What is that?" Gwen asked.

Peter thought for a second, before realizing what it was. "Uh, it's my phone. Look, I really need to get going, I'll see ya soon!" He quickly told her, as he quickly ran out of the school, leaving his friend confused.

After he got a good amount of distance between them, he reached into his pocket, to pull out the Avengers Communication card.

"We need to talk," Captain America's voice said, gravely emitting from the technology.

Peter raised an eyebrow. "That's probably not good."


	17. Chapter 17: Enter Sandman

Spider-Man swung across the city, going as fast as he could. Captain America sounded serious over the communication card, and if there's one person that Spidey doesn't want mad at him, it's Cap.

As he moved across New York, cold wind whipping by him, he had to wonder exactly what they wanted to talk to him about. Did something bad happen? Did they decided that it would be better for him to not hang around at the tower? Man, he hoped not. He really enjoyed being around the Avengers. Steve was always eager to help train him, Tony was great to hang out with, and even Clint and Natasha were nice to talk to. Even when they scare the heck out of him.

Thinking hard about what the Avengers wanted, Peter suddenly noticed a very, very odd sight. A giant cloud of dust, flying through the air.

"You don't see that every day," he commented to himself, as he swung closer to it to see what was going on.

The cloud lowered itself down to street level, as the sand suddenly pushed against the glass of a high end jewelry store. After a few seconds, the glass broke completely, scaring the customers and employees inside. The security guards present pulled their guns out of their pockets, and shot at the cloud, to no effect. The sand then formed into a long tendril, and whipped the guards hard across the chest, knocking them out cold.

Peter landed at the front of the store, to see the civilians laying the ground with their hands over their heads, terrified. The cloud of sand started swirling around, getting smaller and smaller until it started taking the form of a slightly burly man, with short brown hair, a green, striped shirt, and tan slacks. He smiled as he saw the display cases that were filled with diamonds.

"Man!" He laughed. "These powers are freakin' awesome!"

"Are they now!?" Peter mocked in an overly stereotypical New York accent, making the man turn towards the hero.

"Spider-Man!?" The man exclaimed.

"Aw, you do know me," Spidey quipped, back in his normal voice. "I knew this superhero gig would make me famous one day. So, who are you suppose to be?"

"Name's Flint. But you can call me, The Sandman!" He exclaimed, as one of his arms turned into a giant hammer, and it extended towards the teenager. With his spider sense blaring, he dodged the attack, only to meet a large sandy fist, which struck him hard, making him crash into a nearby wall.

As he recovered, Peter noticed a young woman who was looking at him, scared for her life. "Don't worry," he reassured. "Everything is under control."

Suddenly, a giant sand hand grabbed him by the arm, and threw him into the wall on the other side of the store. Marko just chuckled, as Peter slowly got back to his feet. "This all you got, ya insect? I thought that the mighty Spider-Man would have more fight in 'em then that!"

The wall crawler got back to his feet, shaking the cobwebs out. "Ok tough guy," he said, as he jumped towards Sandman. "Let's see how you like a knuckle sandwich from your friendly neighborhood-"

He cut himself off when he made contact, and his fist just got stuck inside Flint's chest. Sandman gave him a big toothy grin, before he turned into a giant ball of sand which encased Peter. Peter started panicking as he was suddenly being thrown around the store, nothing but sand in his vision, as he could hear the sounds of destruction and screams of the patrons from outside the sand ball.

Disoriented and drained, Peter was finally spat out by the Sandman, and landed motionlessly on the floor as Sandman changed back into his usual form. Noticing that Spider-Man was down for the count, Marko encased the jewels that were around him in sand, grabbing them. He then transformed into a cloud once more, as he flew out of the store, laughing maniacally.

Peter groaned, as he rubbed the back of his head. "I feel like I got hit by a desert," He murmured to himself, as he rolled up his mask to his nose, and started spitting out some sand.

The customers started getting up from the ground, a few of them looking at the web head in spite. "Good job!" An older woman snidely commented. "He got away! What kind of man are you?"

Peter slowly got to his feet. "Glad to help," he dryly stated, as he rolled his mask back down.

"Jameson was right! You are terrible!" The older woman spat.

"Hey, leave the guy alone," a younger, blonde woman told her, as she came towards the two. "At least he tried to help. And he stopped that crazy guy from hurting any of us."

The older woman scoffed, as she walked away. The young woman smiled at the teenager, who was flabbergasted by the kindness of the stranger, who actually seemed to be about his age. "Uh, thanks, I really appreciate it Miss..."

The girl stuck her hand out. "Hardy. Felicia Hardy," she introduced, as the two shook hands.

"Bond," Peter greeted. "James Bond. Wait, that's the other guy," he joked, earning a laugh from Felicia.

"Anyway, thanks for trying. Things could've been a lot worse if you didn't show up," she stated.

"Well, it's the least I could do," Peter said, studying the girl. Had he seen her before? She looked strangely familiar. Then he remembered the situation at hand. "Sorry to cut this short, but I gotta go!" He announced, as he started running out of the store. "Don't get attack by super powered freaks anymore!" He told the girl, before he swung away, leaving her behind.

Felicia sighed, as she looked at the destroyed store, completely empty of its contents. "Guess I have to find a new score," she muttered to herself.

* * *

"HERE I AM! DUN DUN ROCK YOU LIKE A HURRICANE!"

On a plane high above the Atlantic Ocean, several passengers were looking on in slight fear of the crazed man in red and black spandex who was sitting in his seat, ear phones covering his masked head, as he sung along to one of his favorite songs.

"HERE I AM!" Deadpool sung, off-key. "ROCK YA LIKE A HURRICAAAAAAANE!" He squeaked. The hefty business man that was next to him was sleeping, making Deadpool huff. "How come he got the window seat? He ain't even using it!"

The man, almost in response, snorted.

"Screw you!" The Merc with a Mouth exclaimed, before sighing. "Oh well, this is still a pretty sweet deal. A free trip in first class to New York, and all the free peanuts I can eat. Fisk even took my name off the no flight list! That's the VIP treatment!"

A stewardess, cautious, walked up to the costumed freak. "Would you like anything else, sir?" She asked with slight trepidation.

"Do you have any Mexican food? Taco? Burrito? Chimichanga?" He asked.

"Uh, no," the stewardess answered, as she noticed the mercenary was looking at her cleavage.

"Then I'm good," Deadpool answered, dismissing the woman. Wade then looked at the person to his right, as he shook his head. "Window seat," he lamented.

* * *

After a little while, Spider-Man finally arrived at Avengers Tower, where he climbed up over the balcony, and into the living area. He saw Steve, Tony, Clint, and Natasha grouped together, talking seriously among themselves.

"Hey guys," Peter greeted, taking off his mask. His introduction led to the group of heroes all turning towards him, grave looks on their faces. Peter immediately felt unease.

"Kid," Tony started, a serious tone to his voice. "We need to talk."

Peter was actually really scared. "Is this about that last donut?" He asked, trying to calm down. "Cause I'm pretty sure Hawkeye took it."

"It ain't about any damn donut," a familiar voice interrupted. Everyone turned to see Nick Fury, in his long black coat and a scowl on his face, storming towards the young man.

"Fury, we agreed that we would handle this," Steve protested.

"I didn't agree to anything," the director of SHIELD stated. "Especially anything that concerns this punk kid robbing a museum."

"Wait, what?!" Peter exclaimed, confused.

"Don't try and act innocent," Fury ordered. "We have you on multiple security cameras stealing that vase, and fighting Stark over here."

Peter gave a curious glance towards Tony, who had a small bruise on his cheek. "You clocked me pretty hard."

"I...I didn't..." Peter stammered, not sure what's going on.

"Now, everyone on the Helicarrier is going crazy!" Fury barked. "My superiors are calling for your immediate arrest!"

"Arrest!?" Peter repeated, scared.

Tony shook his head, getting into the middle of the two. "Now wait a minute," he said. "Something here isn't right."

"I was at school all day," Peter stated.

Clint had his arms crossed. "Are you positive? If you're honest, we can be a lot more lenient."

"I'm positive!" Peter yelled.

"Calm down," Natasha told him. "If you come with us, we could-"

"Could what!?" Peter yelled, fear on his face. "Arrest me for some crime I didn't do!? Sure, sounds like a fun time!" He blabbered on.

Steve rubbed his head, before looking at Fury. "This doesn't make any sense," he said. "Peter's a good kid, and a great soldier. I've seen it myself."

Fury sighed. "While your optimism is greatly appreciated Captain Rodgers, I'm afraid it's also incredibly naïve. It's obvious the kid did it."

"No," Tony stated, rubbing his chin. "Something's wrong. He wasn't acting right."

"Who?" Steve asked.

"The Spider-Man I fought. He wasn't acting like the real Spidey."

Fury rolled his good eye. "Stark, what the hell are you getting at?"

Tony smirked. "It wasn't Peter," he arrogantly stated, making Peter sigh in relief as the others were confused.

"Tony, I don't want him to get in trouble either, but it was him," Natasha stated, making Barton nod in agreement.

"Nope. Not Peter."

"He had all the abilities of Spider-Man!" Fury argued. "Now, I don't like it, but I have a job to do, so if you don't mind, I'll be taking the kid."

"Fury," Steve warned, stepping in front of the brunette. "It isn't him."

Fury was getting frustrated. "How could you possibly argue that it wasn't him?"

"Simple," Tony stated. "If it looks like a spider, and acts like a spider, but doesn't _TALK_ like a spider, then it isn't a spider."

Fury arched an eyebrow. "What?"

"The Spider-Man I fought wasn't talking," Stark stated, before pointing at Peter. "This kid barely shuts up. Even if he went to the dark side, he would've kept chattering on."

Fury considered this. "What school do you go to, kid?" He asked Peter.

The teenager rubbed the back of his head. "Midtown High."

Fury then pulled out a small device from his pocket. The device looked like an advanced smartphone, as he started typing away on it with one hand.

"Wait," Barton said. "You didn't know what school he went to?"

"We have the basics on him," The director stated. "We figured we didn't have to pry too much." He waited a few moments, before reading the information that came up. "Peter Parker, present to all classes today, and late to one."

"I was caught in the bathroom," Peter clarified.

Fury put the device away. "Your story checks out. Which means we have an issue on our hands. Who's this other Spider-Man?"

Stark thought about it for a moment. "He had all of the original powers, it seemed. Hmmm..."

"We can figure it out later," Steve interrupted. "Right now we should make sure that this doesn't happen again."

Tony snapped his fingers. "Right. Come on Kid, we're going to make you something special."

"Can it be a turtleneck sweater?" Peter asked, calm.

"Ask Steve to make one. Daddy Tony's gonna make you some cool tech," he said, moving towards his lab with Steve and Peter following.

"Never say that again," Peter shuddered.

"Seconded," Steve added.

"You're just mad that you're the mommy," Tony commented, before looking at Fury. "If you could please see yourself out, this tower has a time limit for shady government types to hang around."

With that, the three of them disappeared from the room, as Clint and Natasha went back to their business. Fury, meanwhile, started to leave, bringing his wrist communicator to his mouth. "Agent Hill?"

 _"Yes, sir?"_ Her voice chirped.

"Add more surveillance to Parker," he ordered. "And continue with that background check."

 _"Yes, sir."_


	18. Chapter 18: Shake-up at the Bugle

"The Sandman?"

Steve, Tony, and Peter were in the lab of Stark Tower, with the American icon and the teenager talking, while the billionaire was busy tinkering with a gadget.

"That's right!" Peter exclaimed. "He was this guy, who was just made completely out of sand. I tried to punch him and my hand got stuck!"

Cap rubbed his chin in thought. "Things are only getting stranger..." he lamented.

"Tell me about it," Tony commented. "We use to only have buffed up flags running around. Now we have kids with literal sticky fingers, sand guys, robo-scorpions, giant green guys smashing up the place."

"I miss Banner," Steve stated. "He was a genius, and he didn't feel the need to prove he was smarter than everyone else."

"That's cause he wasn't," Tony told him, still working on his project, sparks flying at his protective goggles. "I was around."

Steve rolled his eyes, before putting his attention back at the young hero. "If you see this guy again, call us," he told him. "This man sounds dangerous."

Peter saluted. "Yes, Captain," he stated in a fake, deep voice, drawing a chuckle from the living legend.

"There!" Tony exclaimed, as he put his goggles up on his head. He lifted up the small gadget he was working on, before turning to Peter, and placing it on the spider emblem on his chest. The device glowed a faint green, before disappearing into the fabric of the costume.

"Whoa!" Peter said, as he patted the spot the small machine was at. "Where did it go?"

"It faded into your costume," Stark explained. "Borrowed some tech from Pym. Now all we have to do is activate it, and we'll know which Spider-Man is the real deal."

"Uh, how?" Peter asked.

"It'll release a thousand volt shock to your system," Tony nonchalantly answered.

"WHAT!?"

"Kidding! It'll just send out a little pulse we can detect."

Peter sighed in relief, as Steve shook his head in slight amusement. Peter still wasn't use to Tony's sense of humor. And judging by Steve's experience, he probably never will.

"So," Peter asked, calmed down after the strange day he had. "What's the deal with Fury?"

Tony frowned. "After they found out about the robbery, SHIELD freaked out. They're worried what you could do if you went out of control."

Peter furrowed his brow. "Really?"

Steve grimly nodded. "You've got the potential to be one of the most powerful people on Earth. They're scared about that."

"In fact, if it wasn't for us talking to Fury, you would've been taken by SHIELD the first night you met him."

Peter was confused by this. Fury didn't seem like he had wanted to arrest him at the time. In fact, today he even seemed a bit reluctant to take him, and more furious at Peter for committing the crime than anything else. Then again, it's hard to tell anything about a life-long secret agent.

Lost in thought, Peter looked around, before his eyes focused on a table littered with various objects. Objects that immediately grabbed his attention. "Uh, Tony?" He asked. "What are those?"

Tony looked over at the table, to see various Spider-Man masks of varying colors, some with wires poking out, along with various web shooters and unspecified pieces of metal.

"Oh, that?" Tony asked. "I got bored last night, and made that stuff."

"You made all of that in one night?" Peter asked.

"Uh, yeah," Tony arrogantly scoffed. "Super genius, remember? Although, I couldn't quite get your web formula right. Do you put Mercury in it?"

"Uh, no."

"Damn. I was going to try Mercury," Tony stated, before noticing a look of contemplation on Steve's face. "Hey, Golden Boy, what's wrong?"

"Doesn't it seem strange to you that all of these enhanced people are appearing?" Steve asked, as Tony suddenly gets a grim expression on his face.

"I...uh, I was actually thinking about that the other day," Tony admitted. "It does seem weird. Imposter Spidey, Scorpion, now this Sandman guy?"

"Exactly," Steve said. "They're coming up at an alarming rate. Something's happening."

"Yeah..." Tony trailed off, as he looked away from the two. After a few moments of silence, Tony looked at his watch. "Isn't it about time you get going, kid?"

Peter thought about it for a moment, realizing that he was right. "Yeah, I need to stop off at the Bugle before I go home." With that, he put his mask back on. "By the way, there's a job fair at my school tomorrow. Am I going to see anything from Stark Industries there?"

Tony rubbed his goatee for a second. "Maybe. I lose track of those sorts of things."

Peter shrugged, semi-understanding. "Well, see ya guys later!" He called, as he quickly left the room, leaving Steve and Tony alone.

"So," Cap started. "When's Pepper coming back? It's been a while."

Tony frowned. "It looks like she'll be gone for a little longer," he answered, as he put the goggles back over his eyes, and began working on another project of his.

Steve gave an absent nod, as he began to walk out of the lab. He stopped at the doorway, giving a glance towards Tony's back, before leaving, concerned for his teammate's wellbeing.

* * *

"Holy crap, I forgot how big this place was."

Deadpool was walking along the streets of New York, as the sun was starting to set. A few passing civilians gave him a curious glance as they walked by him, but didn't regard him much.

Deadpool shuddered, rubbing his arms up and down. "Sweet tamales is it cold out here! My little general is going into retreat, if you know what I mean." He looked around, thinking about what he could do. He didn't want to make too much of a presence yet, for fear that Spidey would find him before he was ready. Despite what people may think, (and there's a lot of them), he wasn't an idiot.

"Just gotta stay low, and-" He trailed off when he looked up and saw a strip club. He pulled out his wallet, to see that he only had a fifty on him. "Dammit! This is the worst kind of problem! A First World problem!" He grumbled to himself, as he tried to find an ATM.

* * *

Peter entered the Daily Bugle's main office, fully in his street clothes, as he walked up to Betty Brant, who regarded him with a slightly sour expression.

"Betty?" Peter asked, concerned. "What's wrong?"

"You might have some competition," she answered, as she pointed to JJJ's office window, to see the editor in chief talking to Robbie and a new face. The stranger was muscular, with blonde hair and a square chin. He wore a black hoodie with jeans.

"Who's he?" Peter questioned, not liking the sight.

"Another photographer. I suggest going in there before the jerk can make any headway on Jonah."

"Jeez, what did he do to you?"

Betty crossed her arms. "Asked me out. In literally the most unflattering way possible."

Peter shook his head. "To a lovely lady like you? What an idiot," he said with a smirk.

Betty got a smile on her face. "And that's why I like you better. Now go."

Peter complied, as he quickly made his way to Jonah's office, entering to see Jameson laughing heartily, while Robbie didn't look amused.

"Excuse me, Mister Jameson?" Peter interrupted, getting the attention of all three people in the room. Robbie gave the boy a smile, the new guy gave him a frown, while Jonah regarded him the same way he always did.

A cigar in hand, Jonah eyed up the teenager. "Parker!" He barked. "Where have you been!?"

"Uh, sorry sir, I've just been busy with school, and-"

"AH! School!? School takes up eight hours a day. There are 24 hours a day. So where the hell are you the other 16 hours? Not here! That's where!" Jonah growled.

"Well, uh, I got photos of-"

"Spider-Man?" Jonah asked. "Sorry Parker, but I already got enough of that wall crawling menace today. In fact, I got even better photos! Photos of him in the act!"

"What?" Peter asked, completely dumbfounded.

Jonah pointed at the new guy. "This is Eddie Brock. He took the beauts this paper really needs!"

Eddie gave an arrogant smile. "Well sir, I did my best."

Jonah laughed again. "Such a modest man! I love this guy! Anyway, show Parker those money shots you brought me."

The other photographer complied, showing the photographs he had taken to the brunette. Peter sorted through them, seeing Spider-Man stealing a purse from a woman, stealing from a gas station, and running away from some police officers.

"Great, huh?" Eddie asked, quickly taking them back. "It's time the people of New York see what this guy is really about."

Peter cursed in his head. That imposter is making things way more difficult than he originally thought.

"These are going to sell papers!" Jonah exclaimed. "Since I have Brock now, kid, I don't really need you, now do I? Sorry to do this, but you're fired."

"Uh, you never really hired me. I'm freelance, remember?" Peter stated.

"Right. You're hired. Now you're fired," Jonah stated, smoking.

"Now hang on," Robbie spoke up. "Peter's been a very loyal photographer for you for years. You can't just throw him out like that!"

Jonah continued smoking, contemplating this. "You're right," he relented. "Even though he is a lazy bum. Fine, Parker, what else are you good at?"

"Uh, I'm good at computers-"

"You're a computer guy now!" Jonah exclaimed.

"You mean a webpage designer?" Robbie asked, slightly annoyed.

"Don't push me, Robertson," JJJ warned. He then focused back on Peter. "Bring in photos if you want. I don't really need them anymore with Brock around. Now, both of you, out!"

The two complied, as they exited the office. They looked at each other for a second, the blonde towering over Peter. "Well, uh, welcome aboard," Peter said, as he stuck his hand out.

Eddie gave a wicked grin, as he took the hand. "Glad to be here," he snickered, as he squeezed Peter's hand very tightly, making it hurt slightly.

"Ow!" Peter complained, as Eddie walked away. "Great, just what I need. One more blonde bully in my life."


	19. Chapter 19: The Job Fair

Flint Marko was having the time of his life.

He was currently putting his new found powers to work, standing in the middle of the street, as he was using his powers to sweep over multiple suburban homes in the dead of night, stealing from at least seven different families without the sleeping occupants being any the wiser.

He had a good day. He stole way more money than he had in his entire career of petty theft, and even defeated Spider-Man! He was moving up in the world! Who would've thought that he would be given sand powers when he was first arrested and sent to Ryker's?

Suddenly, Sandman felt something...amazing, to him. Some of him had gotten into a family's backyard, and found something. A sandbox, one for the kids who no doubt lived there. When he touched it, it felt incredible, like a surge of power went through him. He gave a wicked smile, as he absorbed the sand, adding it to his own, as he felt his power increase.

He called back all of the sand, realizing that as it joined back with him, he grew slightly bigger.

He walked away from the neighborhood, wondering how he could get even more power.

* * *

It was afternoon at Midtown High, as the job fair had started in the auditorium. The large room was filled with stands by various businesses around New York. Students walked around, some in curiosity, some because they were bored.

Among these teenagers were Peter and Gwen, who absolutely had to show up. They went around the crowds, standing side by side as they tried to decide who they could met first.

"What about Horizon Labs?" Gwen suggested.

"No, not yet, there's still a huge line for that booth," Peter told her, as they looked at the stand in question, to see a long line of students talking to them.

"Yeah, and it'll get bigger if we wait," she reasoned.

"Who knew so many people here were interested in science?" Peter asked, genuinely confused by the line.

"Well, one, some of these people aren't students that go here. And two, 'Horizon' is a pretty cool name."

"Heck yeah," Peter agreed, as they wandered around a bit. They saw construction companies, restaurateurs, and everything in between, but nothing much that caught their interest.

"Hey! Young man!"

Peter turned to see a booth, that had a red headed man in a suit behind it. He had a smile, and red glasses over his eyes. The man started waving the teenager over, as if they were friends.

"Do you know him?" Gwen asked the confused brunette.

"Uh, no, but it looks like he knows me. Stay here for a second while I talk to this guy," Peter said, as he walked over to the booth, labeled 'Nelson & Murdock: Attorneys at Law.'

Peter looked up at the sign, before looking at the suited man in front of him. "Uh, hi," he awkwardly greeted.

The man didn't seem phased. "Hello!" He cheerily greeted. "How have you been doing, young man?"

Peter furrowed his brow. "Uh, fine. Do I know you?"

The man shook his head. "No, no you don't. The name's Matt Murdock," he introduced, putting his hand out.

"Peter Parker," the teenager said, slowly taking the hand. He's not quite sure what this guy was up to.

"So, tell me young man, have you ever had an interest in the law?" He asked, a smirk on his face.

"Well, um, no, not really..." Peter told him.

Murdock scoffed. "You're a terrible liar."

"Why do you think I'm lying?" Peter asked, a bit on edge.

Matt went silent for a moment, smirk still prominent. "I'm a lawyer. Call it a six sense."

Peter looked at him, wary. "Well, this was a fun talk and all, but..." Peter then noticed the cane that the man was holding, making him curious. "Are you blind?" He asked, surprised.

Matt nodded. "Yes, yes I am."

"Then...how...how did you see me?" The brunette asked.

The lawyer just kept that smirk on his face. "You have your secrets. I got mine."

Peter stared at the man, confused and a little terrified. What did he mean by that? "I have to go," he suddenly stated, turning around and walking away.

"Take care, kid. Have fun with your girlfriend!" Matt called, laughing to himself as Peter ignored him.

The teenager joined the blonde, who looked at him with curiosity. "What was that about?" She asked.

"I don't know, but I'm feeling a bad case of stranger danger, so we should probably go," Peter told her, as the two started walking away from the site. They looked at other booths on display, not seeing anything of interest.

"Hey, look!" Gwen suddenly said, making Peter turn to the direction she was staring towards. He saw Harry and Mary Jane looking around as well, seemingly enjoying themselves.

Peter suddenly got a bit nervous. "Uh, maybe we should-"

"Say hi?" Gwen interrupted.

"What? No! I was going to say turn the other way, get out of here, and maybe get a burger or something."

"I think we should say hi."

"Yesterday you told me to give him time," Peter reminded her.

"Yes I did. We gave him a day. Now come on!" She told him, grabbing his arm and dragging him towards their friends. Peter got a light blush on his face, embarrassed by what's going on. Gwen, however, was unaware of it, and continued towards her goal. "Harry! MJ!"

The two turned, seeing them. Harry immediately got a frown on his face, and was about to leave until MJ stopped him. Harry rolled his eyes, as the two approached them. "What do you want, Pete?"

Peter started to get nervous. "Well, uh, I didn't really want anything, but, uh-"

"What he's trying to say," Gwen said, cutting off the stammering boy, "is that he wants to kiss and make up."

"Not literally!" Peter clarified, even though he realized that he really didn't have to.

Harry crossed his arms, not impressed. Mary Jane elbowed the son of a millionaire in the side, making him flinch and rub the impact spot in slight annoyance. "Ok...how?"

Peter rubbed the back of his head. "I...I don't know. Coney Island?"

Harry raised an eyebrow. "Coney Island?"

Gwen's eyes lit up. "Yeah! Coney Island! They're having a discount on tickets this weekend, and everyone's going! How about we all hang out there on Saturday?"

"That sounds like fun!" Mary Jane said, excited. She then looked at the gloomy boy next to her. "Right Harry?"

Harry sighed. "Fine, if Peter actually decides to show up this time, then sure."

Peter's eyes widened in happiness. "Yes! You won't regret this Harry, it's going to be awesome!"

Harry couldn't help but crack a smile at his excited friend. "Calm down, Pete, you'll hurt yourself. See ya Saturday."

"See ya Saturday!" Peter echoed, as Harry and Mary Jane walked off, leaving Peter and Gwen to themselves. Peter then turned towards Gwen, and gave her a giant hug. "Thank you thank you thank you thank you!"

Gwen blushed, as she tried to worm her way out of Peter's surprisingly firm grip. "It's nothing, Pete."

Peter let her go, smile plastered on his face. "It's everything."

Gwen smiled back at the brunette. Suddenly, her phone started ringing, making her dig it out of her pocket, and put it to her ear. "Hello?" She asked into the device. "Oh, hi dad. I'm at the job fair with Peter." She then pulls the phone away for a second, before turning towards the teenager. "He says hi."

"Hi Mister Stacy!" Peter called, still in a really good mood.

"What?" Gwen said, back on the phone. "Now? It's still really early. But...ok. Sure, ok. Be there soon. Love you too." With that, she hung up her phone, and put it back in her pocket. "I have to go home. Mom is making dinner early tonight. See you Saturday?"

"See you Saturday," Peter confirmed, ecstatic. Gwen smiled, as she turned and walked away, leaving Peter by himself to explore the job fair.

He looked around, wandering the packed auditorium, passing by tons of people without anyone really noticing him. He saw a couple of familiar faces from school, including Liz Allen and Sam Alexander, but no one he was really friendly with. He noticed Principal Beck in the corner, overseeing everything that was going on.

After a few moments, he saw his favorite teacher, Doctor Curt Connors, talking to someone at the Horizon Labs booth. He had long black hair, and a thin black beard on his chin. His nametag on his chest said "Michael Morbius." The two seemed to be having a very enthralling conversation, with both men's attentions focused solely on the other.

Peter watched the two doctors for a few moments, before his phone went off. He dug the flip phone out of his pocket, and answered it. "Hello?"

"Hey kid," He heard a familiar billionaire's voice on the other end.

"Tony? How did you get my phone number?" Peter asked, surprised.

"Got JARVIS to figure it out for me. Hey, are you still at that Job Fair thing?"

"Uh, yeah. Why?"

"Look at the east doors," Tony ordered, before abruptly hanging up.

Confused, Peter put his phone away, and faced the east doors, which were on the other side of the auditorium from where he was at. He could barely see them from where was standing, as multiple people's heads blocked the way.

Suddenly, the doors flung open, as "Thunderstruck" by AC/DC blared out of the auditorium's PA system. Multiple, beautiful cheerleaders came through the door, wearing revealing uniforms with Iron Man designs on it. With giant smiles on their faces, they started doing a can-can like dance routine, before Iron Man himself flew straight in through the doors, earning cheers from the large group of people witnessing the display.

Iron Man landed right in front of the cheerleaders, who stopped dancing and started pointing at him with jazz hands. The armor opened up, as a suited Tony stark stepped out, adjusting his tie, and putting on a pair of sunglasses. He held his arms out, wearing his trademarked smirk. "So, who's interested in a job at Stark Industries?!" He asked.

The crowd erupted in applause, as a strange metal object flew in through the door, and landed right in front of Tony. The object then quickly transformed, turning into a booth. Most people from the crowd quickly began filing in line, some interested in a job, others because they wanted to talk to the avenger.

Meanwhile, Peter was standing in the back of the auditorium, mouth agape. "You've got to be kidding me..." he muttered to himself, before facepalming. Only Tony...

* * *

Deadpool was wandering around town, bored out of his mind. He knew he had decided to wait a bit before going after Spider-Man, but he had literally nothing else to do. He was hoping that he could of figured out some of Spider-Man's patterns by now, but for some reason, the webhead has mostly been quiet.

Now, he had nothing better to do then walk around, hoping to see something interesting. And since it's New York, the only thing he really saw that was interesting was homeless people. And that's more tragic than anything else. He still laughed.

"Hey, weirdo!" A voice called behind him.

Wade turned around, to see a group of young men, all wearing matching colors, some with colorful mohawks, others with way too many piercings. "Me? You're calling me a weirdo? You guys look like you crawled out of a 90's Punk concert, and you're calling me weird?"

One of them scowled. "I don't think you know who you're talking to, asshole."

"My Chemical Romance?" Deadpool guessed.

"The Yancy Street Gang," one of the thugs corrected. Deadpool noticed that some of them were armed with guns, while a few had baseball bats.

"Yancy?" Deadpool asked, laughing. "Yancy? That's the name of this street? Yancy?"

"Yeah, you gotta problem with dat?" Another of them spoke up.

"Oh no, I think Yancy is a totally awesome and threatening name. Like Petunia, or Marge."

"You better shut that mouth of yours boy," one threatened. "Or we're gonna have to take your weird, masked little head off."

Deadpool narrowed his eyes. "You know, I'm called the Merc with a Mouth for a reason. It's the reason why I sell so many comics," he babbled, as he drew the two katana blades from the sheaths on his back. "And I don't really appreciate it when emo punks try to mess with my livelihood."

Without warning, Wade quickly charged at the group of thugs, slicing and dicing them with perfect precision, blood staining the steel of his blades, and the concrete sidewalk they were standing on. Every last one of the street thugs fell to the ground, dead.

Deadpool, not bothering to look at his handiwork, sheathed his blades, and started to walk away. "Yancy," he muttered to himself.

* * *

Spider-Man was swinging throughout New York, leaving the job fair pretty soon after Tony arrived. He decided that it was better not to watch the billionaire stroke his ego, and thought that patrolling the city would be a better use of his time.

"Cheerleaders," he mumbled to himself. "He has cheerleaders? That man has way too much money. I wonder how Pepper feels about them."

He landed on the side of a building, crawling along the wall as people from inside the building started to gawk at him. A few of them took their phones out to snap a picture. Spidey, noticing this, looked inside the building, and threw up a peace sign. After the people inside took a few more snaps of him, he swung away.

"Pepper probably gave him hell for them," he continued talking to himself. "Speaking of which, where is she? I know she's a CEO of an international company and all, but I figured I see her at least once in a while. It's almost been a month."

Peter started swinging a little bit lower, getting closer to street level. The people below looked up at him, all reacting differently to the sight. Some were in awe at the swinging men, with little kids tugging at their parents arm and pointing at him, while others were fearful and hateful towards the hero.

"Crook!" One of them yelled, annoying Peter.

"Man, after all the good work I do, it all gets undone by some idiot with the same fashion sense as me. I don't know why-"

His thoughts got cut off by his spider-sense, which started blazing inside his skull. He looked around for the source of the danger, to see the Imposter Spidey down the street from him, a suitcase stuffed with money in his hands as he was running away, jumping over any cars in his way.

"Speak of the devil," Peter muttered to himself, quickly following him.

The Imposter ran as fast as he could, trying to hurry before any police showed up. He looked around, not seeing any sign of the cops, as he felt like he was home free.

"You know, they say imitation is the sincerest form of flattening," Spider-Man quipped, kicking the Imposter in the back of the head, knocking him down and making him drop the briefcase. Peter than landed on the street in front of his counterpart, ready to fight. "Wait, sorry, the word is 'flattery'. Oh well, I like mine better."

The Imposter seemed a little frightened, before he hopped to his feet, copying Peter's pose. He said nothing.

"Giving me the silent treatment?" Peter asked. "I'm not the one who did something wrong here. You're the one who's giving me a bad rep!"

The Imposter lunged at Peter, throwing a few punches at him, but not really being able to connect. However, the Imposter quickly threw a kick, which hit Peter in the side, and made him hunch over. Peter quickly recovered though, knocking his opponent back with a haymaker.

"So, who are you anyway?" Peter asked as the two continued to trade blows. "My evil twin brother? My MUTE evil twin brother? Come on, give me something here, I need someone to banter off of."

The Imposter connected with a solid uppercut, dazing Peter's senses. Whoever this guy was, he was pretty decent at hand to hand combat. Spider-Man shot some webs at his counterpart, only to have the imposter dodge out of the way, jumping at Peter. Peter countered by delivering a kick to the airborne Imposter's chest, knocking him back down to the ground.

The Imposter laid motionless, as Peter walked up to him. "Ok, let's see who you really are," he muttered to himself, as he reached for the Imposter's mask. He grabbed, and was about to roll it up, when some type of gas came out of the Fake's costume, and hit Peter in the face.

Peter started coughing as the gas filled his senses, disorienting him. His spider-sense flared up, but Peter couldn't make heads or tails of his surroundings, making him unable to dodge a punch thrown by the Imposter, knocking the hero down as the criminal picked up his briefcase of money, and escaped.

Peter continued to cough like a madman, as he ran into a nearby alleyway, away from where anyone could see him. He took off his mask, as he tried to regain his breath. He took a few deep breaths, and after a few moments, all effects of the gas had warn off. "Stupid faker..." he muttered to himself, as he leaned back against the stone wall, and closed his eyes for a few moments.

He opened them back up, to see a cat sitting across from him, near some trash cans. The cat was looking at him with wide eyes, not quite sure what to make of the human in front of him.

"Um, hi," Peter lamely greeted.

The cat gave him nothing in return, as it just strolled away, leaving the boy frustrated. "Great, even the animals ignore me," he complained, as he put his mask back on and started to swing away, ready for his day to end.


	20. Chapter 20: Let's Go to Coney Island

It was early in the morning, as two construction workers, dog tired, walked side by side with each other as they entered a construction site. Wearing hard hats, orange vests, and holding a cup of coffee in their gloved hands, they unenthusiastically got ready to work in the cold.

As they walked over the sand covered ground, and past the machinery and steel beams that had been placed around the area.

"Ugh, damn Roxxon," one of them complained. "Why do we need to wake up at four in the morning for this? We can work when the damn sun's up."

"I hate those guys," the other said. "Don't they already have like, five buildings in the city?"

"Guess they needed another one," the first stated. "Ya know, cause they're dicks."

The two nodded their heads in agreement, as they prepared to start working. Suddenly, they felt the ground underneath them shift slightly.

"Ya feel that?" One asked in trepidation.

"Yeah...earthquake?"

"That wasn't no earthquake," He dismissed.

"There're small earthquakes!" The other argued.

"That ain't an earthquake!"

The ground moved slightly again, making the two look down. They then noticed that the grains of sand were starting to move.

"What the hell?" One quietly muttered.

The sand then quickly began picking up speed, as it swirled together in the center of the construction site, making the two construction workers fall over in terror, as the ground was literally pulled underneath their feet. The sand formed a large vortex, making the two run away in fear.

The vortex slowly turned into a large man, as Flint Marko laughed to himself. The Sandman was getting more powerful, and he loved it. Who needs money when you can just take whatever you want?

Soon, he'll be powerful enough to take over this entire city. He just needs some more sand. And dammit, he will find more.

* * *

Peter, back in his regular gray hoodie and jeans, tiredly walked into his home in Queens, ready to be done with the day. Going to the job fair was a tiring by itself, but getting repeatedly hit in the mouth by a guy who dressed like him was about was degrading as they come.

Inside his house, he walked into his living room, before he noticed the kitchen light was on. Peter furrowed his brow, as he looked at the clock on the wall of the living room. It was nine. Aunt May was usually asleep by now.

"Aunt May?" He called, as he walked through the open way to the kitchen, to see his guardian sitting at the table, looking at a piece of paper. She looked up from it, and gave him a tired smile.

"Oh, hello dear..." she greeted, her slightly wrinkled face trying to hide her uncertainty.

Peter was able to see it, however. "Aunt May, what's wrong?" He asked, concerned, as he sat down next to her at the table.

"Oh, don't worry about it," she told him. "I have it taken care of."

"Aunt May, if something's wrong, you need to tell me," Peter said, lovingly putting a hand on his Aunt's shoulder.

May sighed. "It's just...these bills..." she stated. "I have enough for the water and mortgage, but not enough for the lights."

"How much?" Peter asked.

"About a hundred dollars," she said, looking dejected.

Peter thought for a second, before he took out his wallet. He opened it up, to see he barely had a hundred dollars. Thanks to Eddie Brock, he wasn't able to get his usual amount of money this week, and he was saving what he had for Coney Island. He can't just cancel and risk losing Harry forever. But his aunt needed him.

"Here you go," Peter said, without giving it a second thought. He took his money out and gave it to his Aunt, who looked at him with wide, surprised eyes.

After a moment of stunned silence, his Aunt gave him a loving smile, as she started to tear up a bit. "Peter, you are such a sweet boy, and I am so proud of you. You're a fine young man, and you'll make this world a better place. I just know it."

Peter smiled at her. "Thanks Aunt May. I love you too," he told her, as she kissed his cheek.

"Now get some rest dear. You look dead tired."

She was right, and Peter did feel the need to sleep. "Goodnight," he told her, as he left the kitchen, and started making his way upstairs to his bedroom. Once there, he took out his cellphone, and dialed Gwen's number. After a couple of rings, she answered.

"Hey Pete," she greeted on the other end.

"Uh, hi, Gwen," he stammered slightly, not looking forward to this conversation.

"Uh oh, what's wrong?" She asked.

"Man, you know me way too well."

"Spill it."

Peter rubbed the back of his head, nervous. "I'm, uh, not going to be able to go to Coney Island."

"What!?" She cried. "Pete, you have to. I don't know if Harry would forgive you if you skipped out."

"I know, I know. My aunt needed money for the bills, and I just had enough to pay for it," he explained, feeling slightly bad for disappointing his friend.

"Wait, really?" She asked.

"Yeah..."

Gwen went quiet on the other end for a moment, before she sighed. "I'll pay for you."

"No, Gwen, I-"

"You needed to pay your bills. I get that, don't worry. I'll cover you, and you can just pay me back when you can."

Peter sighed in relief. "Gwen, you're amazing."

"Don't I know it. See you later, Pete."

"Bye," he said, before hanging up and plopping down on his bed. He closed his eyes, and fell asleep.

* * *

"Seriously, how have you never seen Star Wars?"

Tony and Steve were sitting on the couch in Tony's living area, having a type of movie night. They had popcorn, drinks, and were relaxing as the movie started up.

"I've been busy upstate," Steve started, eating a handful of popcorn. He ate it all, before continuing to talk. "Besides, I'm not a big fan of this, uh, what do you call it..."

"Science Fiction?" Tony guessed.

"That's the word."

"Can we even call it science fiction anymore?" Tony thought. "We fought aliens. Aliens are definitely real."

Steve shrugged. "Do these kinds of aliens exist though?"

Tony ate some popcorn. "I don't think so. So, I guess it could still be fiction. Like, historical fiction. It's based off real things, but isn't."

Steve nodded in agreement, before the two fell to silence. They watched Star Wars for a while, before Tony turned towards the first avenger.

"So," the billionaire started. "How are things upstate?"

"Pretty good," Steve answered. "Natasha and Clint are there right now, looking over things."

"Good," Tony said, nodding his head along in approval, before looking away. "Good."

Steve sighed. "Tony, what's going on?"

Tony whipped his head back towards his teammate. "What do you mean?"

Steve rolled his eyes. "Pepper."

"Is off on business."

"That she didn't want to attend to."

"I gave her a little push," Tony dismissed. "As her boyfriend, it's my job to help her out no matter what."

"This isn't about her professional life," Steve stated. "This is because of you."

"Hold on here," Tony said, getting defensive. "What're you trying to say?"

Steve stared at his friend for a few moments. "You aren't sleeping, you're constantly tense, and anytime someone asks you anything about Pepper, you block yourself off."

"Well, maybe if everyone was being so judgmental about it-"

"Tony-"

" _NO_!" Tony yelled, jumping off from the couch, and standing over the American icon, fuming. "Don't. Just don't. I'm doing this for her own good. She's in danger over here."

Steve was confused. "Danger? Is there something you aren't telling us?"

"No, it's just...the Rhino attacked me at Peter's school, even though I didn't officially schedule myself to be there. The Scorpion kidnapped me and Pepper, even though we had never met. The fake Spider-Man makes his first appearance when I was nearby. I don't know if it's all just a coincidence or, or if it's connected, but, they're all coming after me."

Steve frowned, not liking the distress his friend was going through. "Stark...Tony, we can help you. We're the Avengers. We're a team."

Tony looked down at the floor, before turning away from Cap. "We're a team. Gods among men to the world. But we're just men. And men can fall. I don't want Pepper around when that happens. And she won't be around until I can keep it from happening."

He walked away, as Steve rubbed his temples, sullen. He then looked up at the television screen, and continued watching the movie.

"So," he said to himself. "That's what a Wookie is."

* * *

"This is actually pretty fun."

It was Saturday afternoon at Coney Island, as the weather warmed up slightly. People were out in droves to take advantage, as the pier was covered in amusement park rides, food stands, and everything in between. Peter, Gwen, Mary Jane, and Harry had been there for about an hour now, and were having fun.

"Told ya, Harry," MJ laughed, as the four were walking side by side throughout the park.

"No need to brag, MJ," Harry joked, before looking at Peter. "Thanks for this, man."

"Thank Gwen," he said, smiling. "She's the one who got us to talk."

"I am amazing," Gwen agreed.

"Seriously though, Peter, I'm sorry," Harry told him.

Peter was confused. "For what?"

"For acting the way I did. You're my best friend Pete, and, I was just mad, and..."

"Apology accepted," Peter told him, as the two smiled, everything forgiven by the two.

Gwen loved the scene in front of her, as she clapped ecstatically. "Yay, we're all friends again! Now, what should we do next?"

Mary Jane thought about it. "Maybe we could-"

The wooden pier underneath them creaked slightly, interrupting the red head. The slight creaks continued, before they got louder and louder, making the four friends look at each other in confusion. The pier then began shaking violently, making the four gasp in shock as they fell to the ground.

"What the heck!?" Peter cried, not sure what was going on. He looked up, to see the beach that the pier was connected to, rising up from the ground. The large wave of sand started to cover the amusement park, making the civilians there scream in terror.

"What's happening?" Harry yelled, scared.

"Oh no..." Peter trailed, realizing what was happening. Sand covered the entire wooden pier, as giant hands started popping up all over the place, as they began reaching and grabbing anything near to them. People ran as fast they possibly could away from them, but to no avail, as they covered all of Coney Island.

A giant hand then popped up in-between Peter and his friends, blocking the brunette boy off. Peter then got up and started running as fast as he could away from it, only to see a sight that was even more terrifying.

The Sandman's body and torso, at least 50 feet tall, standing high above everything around him, a smug smile on his face. "The Sandman is here, and he ain't ever going away! New York, you're mine now!"

Peter stared in terror, not sure if there was anything he could do.


	21. Chapter 21: Into the Sandstorm

"Oh my God..."

Peter stared wide eyed at the scene in front of him. All of Coney Island was taken over by the Sandman, who was using his powers to completely cover the carnival area with his sand. Giant, sandy hands were covering the area, attacking the screaming civilians around them, as the place was falling into absolute chaos.

"No no no no..." Peter muttered to himself, as the teenager was trying to keep his balance on the shaky pier. He started to run out of sight, and when he was sure no one saw him, he started taking off his clothes, to reveal his costume underneath. He quickly put his mask on, and hooked up his web shooters, as he jumped on top of a food stand to get a better view of the situation.

Sandman was laughing maniacally, as he was high above everything else around. He paid no attention to the web head, too distracted by his own power to even care. Peter looked up at the villain, feeling completely insignificant. He needed to come up with a plan.

After a moment, Spider-Man figured out the only obvious thing he could do. He pulled out his communication card, and quickly pressed the button.

"Hello?" Cap's voice rang from the other end.

"Cap!" Spidey yelled, a little panicked. "I need backup at Coney Island! That Sandman guy is here!" He stopped talking as he noticed a boardwalk game fly over his head, and crashing to the ground behind him. "And I don't think he likes carnivals!"

"Copy that. Stark and I will be there soon."

The card turned off, and Peter put it back in his pocket.

"Ahem!"

The wall crawler looked up, to see Marko staring down at him, with malicious eyes, and a wicked smile on his face. "Ah crap..."

"Hey Spidey-Man!" Sandman mockingly bellowed, his voice slightly distorted by his newfound power.

"Marko, what are you doing?!" Peter asked.

"What do ya mean? I thought it was pretty obvious!"

"It looks like you're trying to be a desert," Peter commented.

"I'm more powerful than ever!" Sandman bragged. "You're nothing but a bug to me now! Everyone is just a bug to me now!"

"Flint, listen to me. You got too much sand in you, and it's messing with your mind. How about you just calm down before anyone gets-"

"The only person who's gonna get hurt, is you!" Marko cried, as sand tendrils started popping up around Peter, who jumped out of the way as they started whipping at him, his spider sense blaring. He kicked and punched at them, breaking them apart, but not hurting Sandman at all.

"Come on Sandy!" Peter yelled. "You can't just send tentacles after people! It makes them feel uncomfortable!"

"How bout we try somethin' else then!?" Sandman yelled, as the tendrils disappeared. The sand around Peter then started forming together in several places, as misshapen sand monsters started appearing around him. With distorted moans, they started walking towards Spidey, who stared with wide lenses at them.

"Sand zombies?" He said aloud. "Am I really about to fight sand zombies? Can my life be anymore ridiculous?"

The monsters lunged at Peter, who threw hard punches at them, trying to break them apart. A few exploded into clouds of sand, but more and more started to form. Eventually, Peter was overrun, as they started to grab him, and dog piled on top of him. Sand covered all of his senses, as he screamed out in fear.

"Sorry boys," Iron Man said, as he quickly flew through the giant pile of sand, grabbing Spider-Man and flying out with the teenager in his arms. "But this one's mine."

Peter coughed slightly, getting the sand out of his mouth. "Yours? I'm my own Spider-Man, thank you."

"My intern, my property," Tony sarcastically dismissed, as he landed on the ground, dropping Peter while he did. Spidey looked around, to see Captain America redirecting scared citizens.

After a few moments, the living legend walked up to the others, a serious look on his face. "Spider-Man, tell us everything you know about this enhanced."

Spidey nodded. "His name's Flint Marko, calls himself Sandman. It looks like he's been absorbing sand into his body, which is why he's the size of the Statue of Liberty. He's making these hands and-"

Steve threw his shield, having it hit at least two sand monsters, before the shield bounced back to Cap.

"Sand zombies," Peter finished. "It doesn't look like destroying them hurts him."

Steve nodded. "Alright, then our first order of business is civilian detail. We need to get everybody out of here now."

Iron Man looked around. "JARVIS, scan for weaknesses."

 _"Will do, sir,"_ the AI said.

A light post nearby was ripped apart by a large sandy hand, before it was thrown at the trio of heroes, who had to quickly dodge it.

"Also, call in for backup," Tony ordered.

 _"Yes sir,"_ JARVIS obeyed. "I must warn you, ETA is at least twenty minutes."

Tony looked at Spider-Man and Captain America. "Any chance you guys can live for another twenty minutes?"

"Is that a trick question?" Peter questioned.

The three separated, as they worked to save the lives of the people stuck at the amusement park. Peter shot a web at a light post, swinging from it, and jumping off the pole of another light post, dodging hands and monster that were reaching for him.

His eyes landed on the bumper cars, which had multiple kids in the cars, with sand zombies surrounding them, trying to reach them as their parents watched in horror as they were blocked off by hands.

"Really? You have to try and ruin the bumper cars!?" Peter quipped, as he landed inside the bumper car area, earning the monsters' attention. "It's like the best part of Coney Island! If you really need to ruin something, how about the log ride?"

The monsters growled, as they charged at Peter, who jumped over them. "I mean, it's just a little pond with a log. Nothing special about it."

The monsters, five by Peter's count, roared at the same time. Spidey shot webs at them, making them go right past them, and connecting to an empty car. The webhead pulled, making the bumper car come towards him, and smashing the monsters apart.

Peter then ran towards the kids that were stuck, seeing their scared faces. "Hey guys," Peter gently greeted, "it's ok. I got the monsters. You're safe for now."

The kids, who looked like they were about to cry, stared at the hero with wide, thankful eyes.

"Come on," Peter told them, grabbing them and jumping out of the area, getting them to their parents.

"Thank you!" One of them, a mother, said. "Thank you so much!"

"Just get to safety!" Peter told them, as they ran off. He flinched when he heard the sound of an explosion behind him. He turned, to see a plume of smoke go into the air. "Tony..." he muttered to himself, as he swung away, trying to find someone else to save.

* * *

 _"We have helicopters at the scene, as it seems that a man with sand powers has taken over Coney Island. The man, who is reported to be felon Flint Marko, is holding the area hostage, with an estimated five hundred people still inside. Iron Man and Captain America are at the scene, trying to control it. We'll stay with this story as it develops."_

Watching the news report on his flat screen television in his office, Norman Osborn tented his fingers, lost in thought. He stared intently at the screen.

"This could be a problem..." he said to himself.

* * *

"Argh!"

Captain America held his shield over his head, trying to protect himself and a young couple as a sand monster pounded on the weapon over and over. Steve eventually was able to overpower it, by jumping forward and crushing it with his shield. He then turned around to the two civilians he was defending.

"Get out of here!" He ordered. The two obeyed, as they left.

Meanwhile, Peter was swinging above Coney Island, as he searched for his friends, who he knew were still trapped there. He looked around, only seeing sand.

After a few moments, he heard a bloodcurdling scream. One that sounded familiar to him.

"Gwen!" He cried, as he quickly swung in the direction of the scream. He landed on a lamp post, to see her, Mary Jane, and Harry being surrounded by sand monsters. The monsters moved closer to the three, as the group of friends started tightening up.

Iron Man flew by next to Spider-Man, quickly surveying the scene. "Ready for a double play?"

"I'm ready for a non-sports metaphor," Peter quipped.

"Killstreak?"

"Better."

Peter jumped on the armored avenger's back, as the two barreled towards the group of sand zombies. Tony fired multiple repulsor beams at them, while Spidey jumped off and launched a couple of powerful kicks at the rest. The monsters fell to pieces, leaving the group safe for the time being.

Iron Man landed next to them, grabbing Mary Jane and Gwen. "Ladies," he greeted, before taking off again. Spidey grabbed Harry, and swung along next to the shellhead.

"Wait!" Gwen said. "Where's Peter?"

"Peter?" Iron Man asked, interested.

"Yeah, Parker?" Harry spoke up under Peter's arm, bitterly. "Your intern?"

"Oh, right," Tony smoothly stated. "We already got him out, don't worry."

Mary Jane sighed in relief. "Good..."

The blonde of the group smiled. "Any chance you can tell him that Gwen said hi?"

Iron Man looked over at the swinging teenager next to him. "Gwen?" He asked, knowingly, as Peter inwardly screamed. "Sure, if I see him, I'll tell him Gwen said hi."

The heroes made their way to the edge of the carnival, and released the three friends. "Stay safe," Spidey told them, before the two jumped back into the fray. They saw Cap redirecting more citizens, while fighting off sand hands and monsters.

The two joined him, as they started fighting alongside him, throwing punches, kicks, laser beams, and everything in between. They were able to fight the sand creatures off, but they were slowly becoming overrun.

"When is that backup coming!?" Peter asked.

As if in answer to his question, a Quinjet flew high overhead, and started hovering above the scene. The towering Sandman saw, and tried to swipe at it, only for the jet to dodge and fire a large laser beam at him, making Marko scream in annoyance, and having him shrink slightly in size.

"I think it came," Tony quipped, as the jet's doors opened, and several people came out of it. Spider-Man recognized Hawkeye and Black Widow, but not the others that followed them. A man in a grey Iron Man suit, with a minigun on its shoulder, a woman wearing a bright red coat, and what looked like a man with red skin, wearing a green suit and a yellow cape.

"Spider-Man," Captain America started, as the group of people started coming towards them. "Meet the New Avengers."

War Machine landed next to Iron Man, having his faceplate open up. "Tony, any chance the next time we hang out, it isn't because some freak is tearing the city apart?"

Tony opened up his faceplate. "No promises. Rhodey, this is Spider-Man," Iron man introduced. "Spidey, War Machine."

"Hello," Peter greeted. "Can we get introduced to each other after we stop the living beach?"

The faceplates came down for both men. "Sure, but I want to give you the quick version, so you know who's trying to save your life at the moment. So, War Machine, my best friend who stole one of my suits."

"Borrowed," the corporal corrected.

"Scarlet Witch, a genetic weirdo with strange powers."

"I'm getting a little tired of the 'weird' comments," Scarlet Witch stated, in her European accent.

"Too bad, it's called newbie hazing. That's the Vision, a, for lack of a better term, artificial android."

"A pleasure," it calmly greeted.

"And..." Tony sighed. "Where's Scott?"

As if on cue, a man wearing a metal helmet, and a black and red body suit grew out of seemingly nowhere, making Peter jump slightly in surprise. The man then put his finger behind his helmet, opening it up to show his face.

"Spider-Man!?" Ant-Man excitedly said. "Holy crap, I think you're awesome! I saw you fight Otto Octavius on the news that one time, and-"

"Scott," Tony exasperatedly sighed. "Where were you?"

"Uh, flying on an ant," he stated, matter-of-factly. "It takes a while sometimes."

"He controls ants?" Spider-Man asked.

"He controls ants," Tony confirmed.

"It's way more useful than it sounds," Scott defended. "That being said, did you really expect me to fight a giant sand guy?"

"No," Steve said. "We're getting all civilians out of the area. We've already vacated the south. Lang, you and Black Widow take the east side."

"Can do," Scott stated, closing his helmet and shrinking. He landed on an ant, as he and Black Widow took off. "Any chance you're going to be nice to me this time?"

"Nope," the former Russian spy answered, as they left.

"Barton," Cap continued. "You and Maximoff, head to the west."

"Yes, Captain," Wanda nodded, as she and the stoic archer left.

"Stark, Rhodes, Vision, you three take to the air, see if there's any stragglers, and try to find a way to take Sandman down."

"Sure, give us the hard part," the billionaire complained, as the three launched themselves into the air, and zoomed off.

"So, what am I suppose to do?" The webhead asked.

"You, are hanging with me," Steve told him with a smile, as he started to jog away.

Peter watched after him. "Don't geek out, don't geek out, don't geek out," he told himself, as he swung after the first avenger, ready to stop the Sandman.


	22. Chapter 22: To Fight a Desert

_"Reports are saying that the Avengers have responded to the Coney Island scene, with Flint Marko still holding the area hostage. The Avengers appear to be getting everyone stuck inside to safety, as well as fighting off Flint Marko. We have no idea what the endgame is at the moment, but it appears that the coast guard is ready for deployment if the Avengers fail. We will be staying with this story-"_

"Chairman, dammit, I know!"

Norman Osborn was on the phone in his office, discussing what was happening at Coney Island with several high ranking government officials. He had transferred them to speakerphone, having a large conference call on the matter.

 _"Osborn, we contracted you to make government weapons, not abominations that attack the public!"_ One of them yelled, as Osborn paced around the room.

"I assure you, councilman, that this has nothing to do with me or my company," The millionaire defended, firmly.

 _"Don't lie to us, Norman!"_ Another voice barked. _"We know you had plans for Project Sandstorm. It's in all of your files. The United States Government will not tolerate actions that hurt the general populace!"_

Norman went quiet, clenching his fists as he fumed to himself. He couldn't go down. Not now. He was still working on the super soldier serum, and he refused to have it taken away from him.

 _"We can convict you for treason, terrorism, and any other number of crimes,"_ the chairman told him. _"If you turn yourself in though, we're sure the punishments will be less extreme."_

"But sir, how can I turn myself in, if it wasn't my fault?" Norman asked, feigning innocence.

 _"If it isn't your fault, than whose was it?"_ One of them asked, incredulously.

Norman got a smirk on his face. "I'm sure you're familiar with Agent Adrian Toomes?"

* * *

"Come on! Follow the leader!"

Spider-Man and Captain America were leading a group of civilians out of the amusement park, as they fought off waves of sand monsters. Cap threw his shield towards Peter, who shot a web at it and swung it around, demolishing the monsters before tossing it back over to Steve.

"Go! Go!" The living fossil ordered, as the group of civilians left the area, heading to safety.

"Is that everyone?" Spidey asked, as he looked around the sand covered area, not seeing anyone else.

"That was it for us," Cap stated, as he put a finger to his ear. "Is everyone all clear?"

"Uh, hi, this is Ant-Man," Scott called over the communication system.

"Soldier, you do know you don't have to introduce yourself, right?"

"Oh, sorry sir, it's just, uh, I'm having some issues here, and Nat's getting overrun, and-oh jeez," he stuttered, as Peter noticed a hoard of ants flying high above them, only for Sandman to swat at them, knocking most of them out of the air, as Scott grew to normal size while he fell.

"Spider-Man?" Cap asked.

"On it," The web head said, as he jumped high into the air, grabbing Scott out of the air and swinging away.

Ant-Man looked at him, his eyes showing surprise through the red lenses. "Dude, you are just the coolest."

"Wow, is that what positive reinforcement sounds like?" Peter quipped. "That's weird. I don't know if I like that."

Scott laughed. "Hey, I could just go the Jameson route and call ya a menace."

"Naaah. So, where's Black Widow?"

Scott pointed to the ground below, as Peter saw Natasha trying to fight off a large crowd of sand monsters, before one snuck up on her and trapped her in an iron grip.

"Throw me," The smallest avenger told the teenager.

"Throw you?" Spidey asked, confused.

"Right at Nattie," Ant-Man confirmed.

"Hey, suit yourself," Peter said, as he threw Scott hard towards the sand monster, having him soar through the air. Halfway towards his target, Scott shrunk down, as he went right through the sand monster's head, making it collapse.

Scott grew again, as Peter joined the two heroes on the ground.

"Thanks," Widow said, as she brushed some sand off her shoulders.

"Dude!" Peter started. "That was awesome!"

Scott opened his mask. "Ah, that was nothing."

"Seriously, that was so cool."

"You're the one with the super awesome spider powers, and you're calling me cool?" Scott geeked out.

"Yeah!" Peter nerded out with him.

"Dude, we should hang out!"

"Boys?" Natasha interrupted. "I hate to cut this short, but we need to deal with Sandman. Now."

"You're not a lot of fun, you know that?" Scott said, making Natasha glare at him. "Uh, not that there's anything wrong with that. In fact, some might say it's a winning quality."

The assassin rolled her eyes. "Shut up," she told him, as the three looked up towards the towering super villain, to see him swatting at Iron Man, War Machine, and Vision as they shot at and fought the sand goliath.

"This is gonna be...interesting..." Scott muttered.

"Mommy," Peter gulped, nervous.

"Steve," Natasha called over the comm system. "Can we regroup?"

 _"Avengers,"_ the American icon called. _"Meet up in the center of the island. It's time to end this."_

 _"Roger, Rogers,"_ Stark called, as the three in the air distracted Flint Marko with a blinding blast to the eyes, causing him to not be able to see for the few seconds where they speeded off.

"Can I catch a ride?" Scott asked Peter.

"If you can hang on," Peter told him. Scott nodded as he jumped towards Peter, shrinking down and landing on his shoulder.

Spider-Man and Black Widow looked at each other, giving each other a nod, before they took off, with Peter swinging away on a web.

"Whoa, take it easy," Scott complained, as he was jostled around while holding Peter's costume. "I think I'm gonna be sick. Ugh. Oh god."

* * *

 _"Various reports are saying-"_

 _"Coney Island under siege-"_

 _"Sand monster-"_

In a crappy motel room in the city, Deadpool was laying down on his bed, flipping through the channels on his small TV set.

"Ugh, Coney Island, Coney Island, who the hell cares?"

 _"The Avengers-"_

 _"LUCY. YOU GOT SOME 'SPLAININ' TO DOOOO."_

"Ah, perfect," Wade smiled to himself. He then started to wonder aloud. "Avengers? Spidey's hanging around them, right? So he's probably there right now. If he dies, I still get paid."

He started laughing to himself.

"Easiest money I've ever made."

* * *

Spider-Man looked around him with wide lenses, as he couldn't help but feel out of place in the sand covered amusement park, as Earth's Mightiest Heroes surrounded him.

Iron Man, Captain America, Hawkeye, Black Widow, War Machine, Scarlet Witch, the Vision, and Ant-Man grouped together around him, discussing how they could defeat Sandman, who was towering over them, distracted by the police helicopters and the like that had arrived on the scene.

"We need to find a way to shrink him down," Captain America stated. "Lang, you have any of those size disks on you?"

Ant-Man sighed. "Yeah, but it won't work," he told his hero, sadly. "They have to attach to something solid. They'd sink right in if I threw them at him.

Captain America nodded his head in understanding. "Anything else we could do?"

Tony, with his face plate up, scratched his chin. "We need to pull him apart. The less sand he has, the smaller he is."

"Any ideas?" Rhodes asked.

"Not yet, but give me a sec," Tony told his best friend.

"Scarlet Witch can move stuff, right?" Spidey asked. "Maybe she can tear him up?"

She shook her head in trepidation. "No, it...he is too big. I couldn't."

The Vision stared at her. "Perhaps you are underestimating yourself," he stated, emotionless.

Wanda just glared at the android. "I don't believe I am."

Peter rubbed the back of his head, awkwardly. "O...k...uh, maybe there's another way we could-"

"HEY, AVENGERS!"

The group of heroes looked up towards the Sandman, who was staring at them with disdain. The sand on him was shifting around furiously, the area on his shoulders bristling up in anger.

"Well, that's not good," Iron Man said, thinking out loud.

"I'VE HAD IT WITH YOU JERKS!" He declared. "YOU'RE ALL TRYING TO RUIN THIS FOR ME! MY BIG CHANCE! I FINALLY HAVE POWER! AND YOU'RE TRYING TO RUIN IT! WELL, I WON'T LET YOU!"

"Well, you know what they say Sandy," Peter started. "Life's a beach."

"Nice," Scott told him, before the two fistbumped.

Captain America looked up, nonplussed. "He thinks we're doing this to spite him."

Spider-Man looked at the American icon. "He ruined the first day off I've had in months. Spite isn't the right word for it."

Ant-Man groaned slightly. "Uh, guys?" He alerted. The rest of the Avengers looked away from Sandman, to notice that the sand monsters and hands were slowly starting to close in around them.

Black Widow reloaded her pistols. "This is going to be fun," she stated.

"Says the scary killer lady," Peter quipped, as he backed up slightly. Him, along with the rest of the Avengers, started to circle up, getting ready to fight off the hordes of sand creatures.

Spidey stood shoulder to shoulder in between Cap and Iron Man, as everyone got into a fighting stance, preparing themselves. Peter normally felt nervous at these situations, but now, he felt almost excited for the chance to fight among the Avengers.

Suddenly, the monsters collapsed into piles of sand, confusing the heroes. "ENOUGH!" The Sandman roared, making them give their attention back to him.

"I know you're a evil supervillain and all," Scott started, "and this is probably a stupid question, but what gives?"

"I'M DONE SEEING YOU GUYS TEARING MY GUYS APART. I WANT TO CRUSH YOU MYSELF!" He cried, as the sand from under the Avengers started to move quickly around them, forming giant orbs around them all.

Iron Man and War Machine were able to fly out before they were captured, while Spider-Man jumped out at the last second. However, the others weren't so lucky, being trapped in the sand.

"GUYS!" Spider-Man cried, as he went towards the sand orbs. He hopped on top of one of them, and started to pound on it, trying to break it open. "Come on, Come on..." He looked over to the orb next to him, to see Vision phase out of his sand orb. The two's eyes met, making the android give him a curt nod before flying off.

"Spider-Man?" Peter heard Scott call from the inside. "Is that you?"

"Ant-Man!" The web head excitedly said. "How are you doing in there!?"

"I can't get out, but I'm fine," Scott said. "I don't know how long that's gonna last though."

"Spidey," Iron Man called, as he flew over towards him. "We can't help them like this. We have to take down Marko."

Peter looked at him with wide, disappointed lenses, before looking at the orb he was perched on. He shook his head slightly, considering what the armored avenger said. He then flipped off the orb, landing on the sand covered dock, ready to go. "What do you need me to do?"

"I have an idea, but we need you to distract him."

"Are you going to let me in on this plan?" The teenager asked.

"No time," Iron Man told him.

"There's never any time," the Web head complained, before the two split up, with Spider-Man moving as fast as possible towards the giant sand goliath.

 _"Read me?"_ Tony asked over the communication device.

"I'm reading you super clear. I can hear your facial hair, that's how clear it is."

 _"We're going to try and make Sandman more solid. We need you to keep him from realizing what we're doing."_

"It could help if we could get the other Avengers. I saw Vision phase through his orb, maybe he could-"

 _"Sorry kid,"_ Iron Man interrupted. _"But he can only phase himself. If he tries it with anyone else, he could do some serious damage. Like arm through the sternum serious."_

"Oh. That would be bad," he lamely admitted.

Finally, Spider-Man arrived next to the large sand monster that was Flint Marko. Sandman was swatting at police helicopters, trying to knock them out the sky. He didn't even notice Peter perched on the light post nearby.

"MARKO!" Peter called, making the supercriminal turn around at the sound of his name. He stared down at the tiny hero before him, an arrogant smirk on his face. Spider-Man suddenly thought of the story of David and Goliath. He wasn't as confident in the ending however, due to the fact that he has spider powers and he was looking at a living mountain of sand.

"WALL CRAWLER!" Flint bellowed. "HOW ARE YA!? LIKE WHAT I'VE DONE WITH THE PLACE!?"

"What are you doing, Marko?" Peter asked. "What are you trying to prove?"

"THAT I'M BETTER THAN ALL OF YA'S!" He roared, as he sent a large fist flying towards Peter, who promptly jumped out of the way, landing on the side of a roller coaster.

"Why?" Peter asked. "Who are you trying to impress? The people you're terrorizing? The people you're robbing?"

"WHO CARES!?" He asked. "I AIN'T HURTING ANYBODY!" He yelled, as he sent a hammer blow down to the roller coaster, forcing the hero to jump out of the way as the part of the ride got demolished, as he landed on one of the carts of the Ferris Wheel.

"Are you kidding me!?" Spidey yelled at him. "Look at what you're doing! You're destroying an amusement park! You're putting everyone stuck in here in danger!"

"LIAR!" He yelled.

"I'M NOT LYING!" Peter cried, all of his patience gone. "I've just spent half of my day stopping your stupid sand monsters from hurting people!"

"YOU AIN'T FOOLIN' ME!" Flint roared, anger flooding his face.

"I'm being completely honest with you!" Spider-Man told him, standing up to the giant. "You have all of these powers, powers that you could be using to help people, and you're robbing banks and destroying Coney Island!"

"STOP LYING YO ME!" He yelled, throwing an attack towards Spider-Man and forcing him to evade once more. When his hand hit the cart, crumpling the metal, the entire Ferris wheel came off of its track, causing it to roll away towards the water.

Peter landed on a game kiosk, before hearing a scream. He turned towards the wheel, to see a man and a woman popping out from on of the carts of the out of control ride, fear on their faces. "Oh no..." he muttered to himself, as he quickly swung towards the ride.

"Spider-Man!" The man called out in desperation.

"I'm coming!" Peter called back, trying to time it right so he could land on the cart with the people inside it. He quickly realized that he didn't have time to wait, so he jumped through the moving metal bars, contorting his body to avoid injury, before landing on the cart.

He quickly grabbed the two people, and tried to shot a web out to escape, but found that he was out of web fluid. "No, no..." He mumbled, as he quickly looked around, trying to figure out a way to safety, as the wheel dangerously rolled towards the water, tearing through the wooden dock in the process.

He then looked to the side, to see a lemonade stand, with a pink tent over it. "Don't hate me," he told the civilians.

The woman looked at him in confusion. "Why would we-"

She was cut off by Peter throwing them both on the tent, both of them landing safely. Peter, satisfied with them, looked forward, to see he was close to the water. "Aaaand that's my cue," he said to himself, as he jumped to from moving cart to cart, trying to find a spot to get out, but not being able to find it. He gave up trying to jump out, deciding that he needed a different plan. He jumped in between a gap in the metal supports, pushing with all his might to try and bend it, hoping that it would shift the momentum enough to get him to safety.

He felt the steel move, mending it. However, it had an effect Peter wasn't expecting, as it caused the entire ride to turn to the left, straight towards the still standing section of the roller coaster.

Iron Man, setting up his plan, looked over at the scene from the distance he was at, seeing the red and blue of Peter's costume from his position, stuck in the Ferris Wheel. The wheel crashed into the roller coaster, halting the wheel, but causing the track of the ride to fall down on top of it, making everything crumble to bits.

Tony felt panic immediately. "PETER!" He cried, as he flew as fast as his repulsors could send him. He felt shame, guilt, and sadness for encouraging this from him, for pushing him into risking his life for this.

 _"Tony?"_ War Machine chirped over the comms system. _"What's going on?"_

"It's the kid," Tony quickly said, landing in the rubble of the crash. He quickly started moving debris out of the way, trying to find the teenager. "He got some people out of the Ferris wheel, and-"

Suddenly, a red and blue arm popped out of the wooden pieces and steel bars. Tony sighed in relief, as he helped pull Spider-Man out, who was breathing heavily from the experience he just went through. One of his lenses was cracked, while his mask had slight tears in it, little tuffs of his brown hair sticking out. Tony lifted his face plate up, concern evident on his features.

"Kid?" He asked, worried. "Are you alright kid?"

"Yeah," Peter nodded, as he slowly got to his feet, with help from the billionaire. "Other than my new found fear of amusement parks, I'm fine."

Tony sighed in relief, before giving him a smirk. He frowned however, when he noticed that Peter wasn't looking at him. He followed Peter's gaze, to see that he was staring at Sandman.

"AM I LYING NOW!?" He asked, shouting at the giant monster, trying to catch his breath. "Am I lying now?"

Marko looked at the young hero, with a guilt ridden expression. His sandy features contorted into a disappointed frown. He looked at his hands, scanning over them, trying to figure something out in his head.

"Stark," Vision called over the comms system. "It is all set up."

Tony's helmet closed. "Avengers, take a real deep breath," he warned, as he grabbed Peter and flew up into the air.

Underneath the wooden dock, War Machine and Vision flew away, as several explosive devices that were connected to the wooden support posts detonated, causing the supports to break apart, and causing the entire docked amusement park to fall into the water, making Sandman roar in frustration.

Marko started becoming engulfed in the water, his body solidifying slightly, as the sand started to turn into mud. The extra sand he had collected slowly started to fall off of him, sending him back to his original size. He fought with all of his might to get to shore, his muddy body giving him some issues with moving. Once he got onto the shore, and all the way out of the water, he looked up, to see an unpleasant sight.

Iron Man, War Machine, and Vision, all shot energy beams at him, causing him to yell in agony, as his body started heating up, turning into solid stone. After a few seconds, the heroes stopped, to see the frozen statue of Flint Marko before them.

Tony took off his helmet, as he fell to the ground in exhaustion. "We did it..." he muttered to himself, as he laid back, closing his eyes in victory. The other two joined him, basking in their triumph.

In the water, the rest of the Avengers popped up next to the floating pieces of debris. "So," Ant-Man stated, earning the rest of the team's attention. "Any chance we aren't going to get blamed for this?"

The sun set above them all, as the day was finally winding down.


	23. Chapter 23: Coney Island Hangover

Police cars covered the shore, as officers consoled and saw to the multiple civilians that the Avengers got out of the now destroyed Coney Island. News vans and the like arrived at the scene, as reporters started to interview the slightly distressed bystanders, some happy that the Avengers saved them, others upset that the amusement park had to be destroyed, but all happy that the Sandman was stopped.

On the other side of the shore, away from the view of the public, the Avengers were meeting back up, with the ones who were stuck in the water swimming back to land, soaking wet. Captain America took off his helmet, water pouring out of it, as he shook his head slightly to dry it. "Is everyone alright?" He asked.

Ant-Man shook out his legs, as he opened his mask. "I think there's a fish in my suit."

Hawkeye cracked his neck, a bit sore. "Well, that's done with. I'm gonna go home, take a nap, eat a sandwich, take a nap."

"You said take a nap twice," Scott pointed out.

"I really want a nap," he stated, as Black Widow rolled her eyes.

Scarlet Witch looked up to the sky, happy. "Look!" She called to the others, as she pointed up, as the others saw Iron Man, War Machine, and the Vision fly towards them.

Steve squinted his eyes, as he saw Tony carrying Spider-Man in his arms, his costume visibly damaged. Concerned, he jogged over to where Iron Man landed, as Peter got to his feet, being slightly held up by Tony. "What happened?"

"Kid had a Ferris wheel fall on him," Iron Man said.

"I'm fine," Peter told the two Avengers, who looked at him in skepticism.

"Peter, you don't have to prove anything," Steve told him.

"I'm fine! Really. I've had worse, trust me," the teenager told him, as he took a couple of stiff steps away from Iron Man, who was trying to hold him up.

Tony opened his faceplate. "So, looks like I can check 'fight a giant sand guy' off my bucket list."

Steve rolled his eyes, before a thought came to him. "What did you do with Marko?"

"They heated him up into a stone," Peter explained, as Tony nodded.

Steve furrowed his brow. "So, where is he now?"

"With me," a voice stated, making the three turn towards the source, to see Nick Fury himself, walking up to them, a scowl on his face. Peter would of said that he was angry with them, but that was his normal look.

"Fury," Steve greeted, formally.

"At ease, soldier. SHIELD can take it from here. Provided your team doesn't blow any other beloved New York landmarks to smithereens," he said, looking dead at Stark with his good eye.

The billionaire simply shrugged. "You gotta do what you gotta do."

Fury just stared at him for a few minutes. "I suppose so. I also suppose that Stark Industries will foot the bill to rebuild Coney Island."

"Of course. As long as I can put my name on one of the rides."

"No."

"Awww," Tony groaned, disappointed.

The director of SHIELD then looked at the young hero next to him, as he stared hard at the bedraggled looking web head in front of him. "How are you feeling?" He asked.

Peter looked at the older man, surprised. "Uh, ok, I mean, I'm a little sore, but, ok."

Fury went silent, unnerving the wall crawler slightly. Fury closed his eye, as if considering something, before opening it back up and turning back towards Captain America. "A few of my agents will be taking Marko to the Raft. I suggest you tell your boys to clear out as well. Who knows how the media is going to spin this."

Steve nodded, as Fury turned away, and started walking over to a few of his agents, lead by a black haired woman with a serious expression on her face.

"Sir," Maria Hill started, as she walked alongside Fury away from the Avengers. "I don't understand. Why didn't you tell Parker about his parents?"

Fury looked slightly over his shoulder at the heroes, before he pulled a manila folder out from his trench coat. "Now's not the right time," he stated, as he stared intently at the HYDRA logo emblazed on the file.

Meanwhile, the Avengers were trying to gather themselves, as Peter stretched, cracking his back slightly. "Ow!" He complained. "God, I'm never going near a Ferris wheel again. Or a regular wheel. Or the movie "Ferris Bueller's Day Off."

Ant-Man walked up to him, a shocked expression on his face. "You love that movie too?!" He exclaimed.

"Yeah!" Peter told him. "It's like, my favorite 80's movie! Well, was, at least."

"Aw man, we totally need to have a movie night or something!" Scott said. "Hey, how about we trade phone numbers?"

Peter awkwardly rubbed the back of his head. "I'd love to, but, uh, secret identity and all-"

"Oh, right," Scott said, embarrassed. "Well, uh, maybe I could use the communication card, or-"

"Lang, if you use that card for anything other than official Avengers business, you're going to have to report to me," Cap threatened.

Scott gave a dejected frown. "But Stark uses it all the time!" He said.

"Lang..." Steve warned.

"Fine, ok, sorry. Um..."

"I hang out at Avengers Tower a lot," Peter told him. "Maybe you could show up when I'm there?"

Scott got a big smile on his face. "Dude! Yeah, great idea! We could watch movies or play video games or something."

"Yeah!" Peter agreed, before sticking his fist out. "Bug Bros!"

Scott's eyes lit up at the awesome name. "Bug Bros!" He happily exclaimed, giving Spidey a fistbump.

Natasha walked over to them, as she shook her head in annoyance. "Scott, you're 30."

"28," he corrected.

"Whatever," she sighed, as she walked back over to Barton, as the Avengers started walking away.

Peter, still next to Tony and Steve, suddenly realized something. "Crap!" He exclaimed in panic. "Harry, MJ, and Gwen are probably still looking for me!"

Tony started snickering to himself, earning a confused look from Steve and a slight glare from Spidey.

"What?" The brunette asked.

"Gwen..." the billionaire said knowingly.

"Ugh. Don't start."

"Hey, if you ever need any dating advice-"

"Tony-"

"I'd be happy to-"

"Tony-"

"Be of service to my young intern-"

"Tony!" Peter scolded, only earning an amused chuckle from the two older heroes. "It isn't like that! We're just friends."

"Oh come on," Tony chided. "She's pretty! You can't tell me you haven't thought about it before."

Peter could feel his face heating up under his mask. "Well...uh...I mean..."

Tony smirked. "I'll tell you what, if you ever need a few dollars for a date, you come to me. Deal?"

Peter suddenly had another realization. "Crap! I still owe her money!"

Tony scrunched up his face. "What?"

"She paid for my ticket."

Steve put his face in his hands. "Oh kid..."

"Even Forever Alone over here knows you don't do that," Tony said, pointed his thumb at the American Icon."

"I had to help my aunt with the bills!" Peter defended.

"Alright, alright, how much do you owe her?" Tony asked.

Peter scratched his head. "Twenty bucks."

Tony opened up a compartment in his suit, and pulled out a wad of dollar bills. He pulled out a twenty, and handed it to his intern. "Here."

Peter took it, and looked at it in disbelief. "You have money in your Iron Man armor?" He asked, flabbergasted.

Tony nonchalantly shrugged. "Wouldn't you?"

After a moment of consideration, Peter gave a slight nod in agreement, before walking away, leaving the two Avengers by themselves.

"So," Tony started. "What now?"

Steve shrugged. "Star Wars?" He asked, as the two started walking off the shore.

"I thought you didn't like it?" Tony teased.

"Eh, it's starting to grow on me."

* * *

"OSBORN!"

Adrian Toomes, panicking, stormed towards the CEO's office, hearing the news about Marko. Various media outlets were covering the story, and everyone's looking for someone to blame.

"Marko's all over the news!" He exclaimed, as he opened up the doors leading to the office. "He-"

The old man cut himself off, when he saw Norman sitting at his desk, joined by various government agents that were standing around his office.

"There he is," Norman stated, emotionless. "That's your man."

"Osborn?" Toomes asked. "What is this?"

"Agent Toomes," one of the men spoke up. "As of this moment you are stripped of your rank, and fired from the United States Government."

"What!?" Adrian gasped. "What for!?"

"For creating the Sandman," another agent stated. "You're lucky you're not being court marshalled."

"Sandman?" He asked. "I didn't mean for that to happen!"

"We have evidence to believe that you created him, and other similar human weapons, with an intent of malice."

"Osborn was the one who made them!" Toomes defended. "I simply oversaw proceedings when possible. Which wasn't often thanks to this bastard!"

Norman chuckled slightly. "Please Toomes, don't blame me for your pathetic mistakes. I gave you the technology, you decided what to do with it. The second you realized what was happening, you tried to cover your tracks."

"Preposterous!" The old man spat. "What proof do you have that-"

Norman clicked a button, as a recording began to play. _"I'm only asking for the report. If something goes wrong this time, I need to know the facts so I can...redistribute them."_ Toomes' voice played over the speaker.

The agents stared hard at Toomes, who had his mouth agape in horror. "Please, believe me! That was taken out of context! Osborn's lying to you! He did this!"

"Save it, Toomes," one of the agents growled. "You no longer work for us. You're no longer an agent. You are, for all intents and purposes, blacklisted from the government. We will not speak to you, mention you, or acknowledge you ever again. You will be free to live the rest of your life as a normal civilian, and if you ask me, that is more than you deserve. Now, follow us, while we remove you from the premises."

"Thank you, gentlemen," Norman cooly added, a devilish smirk on his face, as he knew exactly what he had done.

"Osborn!" The old man yelled, as he was being pushed out of the room. "You'll pay for this! I swear! You'll pay!"

The agents threw him out of the room, and eventually dragged him out of the building, leaving him outside in the night, alone in the parking lot of Oscorp. Adrian looked up at the building, as he cursed and swore at it in his head. He was going to get his revenge, no doubt about it. He just had to figure out a way to do it.

"Excuse me, Mister Toomes?"

He turned, to see a young man with an Oscorp uniform on, with a large white truck behind him. "Yes?" Toomes asked, curious.

"The prototype for the flight suit just came in. Do you know where it's suppose to go?" The man asked.

Toomes got an evil grin, as an idea came to his head. "Why, yes. Just leave it with me, and I'll take it exactly where it needs to be."

"Uh, maybe I should just hang onto it until Mister Osborn-"

Toomes suddenly reached into his suit jacket, and pulled out his standard issue pistol, pointing it at the young man and terrifying him in the process. "Today's not the day to test me, boy. You're going to do what I say, and you're going to do it fast. Got it?"

"Y-yes sir," the man said, his hands in the air.

Toomes smirked at the boy. "Good."

* * *

On the outskirts of the city, a SHIELD truck was driving along the empty road, making their way to the Raft. Knowing exactly what was in the back of the truck, the two agents inside were trying to hurry along.

Suddenly, a large object came flying in from the brush on the side of the road, crashing into the side of the truck and knocking it onto the shoulder of the abandoned street. The agents inside were trying to get their bearings back, as they both suffered from a bit of whiplash.

"What the hell!?" One exclaimed, as a few bolts of lightning suddenly hit the two guards, knocking them out.

Outside the back of the truck, a pair of claws cut out an opening, showing the frozen statue of Flint Marko, completely still. A pair of metal tentacles reached in, and gingerly grabbed it, carefully taking him out.

"Yes..." Doctor Octopus said, as he was flanked by Rhino, Scorpion, and Electro. "He'll make a fine addition."

"Are you gonna be able to unfreeze him?" Scorpion asked.

"I assisted you with your suit, didn't I?" Otto asked. "Getting Marko here back to his former glory will be nothing more than a minor inconvenience."

The group of villains left, devious plans going through their heads.

* * *

Gwen, MJ, and Harry were searching around the large crowds of disheveled people, as they tried to find their friend. They were separated from Peter when Sandman attacked, and were desperate to find out if he was alright.

"Guys!" A voice called to them, as they turned to see Peter stiffly run up to them, a few bruises on his face.

"Peter!" Gwen happily exclaimed, as she wrapped her friend in a huge hug.

"Ow! Sore, sore," Peter quickly told her, as he felt pain flood through him from the contact. She quickly recoiled, guilty.

"Uh, sorry," she shyly said.

"It's ok. Are you guys alright?" He asked.

"We're fine, Pete," Harry warmly said.

"What happened to you, Tiger?" Mary Jane asked, as she stared at the brunette's battered face.

"I, uh, got stuck under a snack booth. Mister Stark got me out from under there," he lied, feeling a little bad for having to do so.

"Well, we're just glad you're ok," Harry said, as he put an arm around Peter's shoulder.

"Oh!" Peter then dug the twenty bucks that he owed Gwen from out of his pocket. "Here you go. Mister Stark wanted me to give this to you."

Harry furrowed his brow. "What is that?"

Peter looked up at his slightly taller friend. "The money I owed Gwen. I didn't have enough to buy a ticket, so-"

"Wait," Harry said, as he unwrapped his arm from Peter's shoulders. "You had Gwen pay for you?"

"It isn't a big deal," Gwen tried to defend, "It's just-"

"It's just nothing!" Harry exclaimed. "He wanted us to come to Coney Island, and he couldn't even pay for himself!? How selfish is that!?"

Peter sadly frowned. "But I-"

"I don't want to hear it!" Harry roared. "That's it, Pete. We're through." Harry then stormed off, furious, leaving a confused Gwen and MJ, and a sullen Peter.

"I had to pay some bills for my aunt..." he sadly mumbled, as Gwen and Mary Jane tried to consul him.

Peter took a deep sigh, as he tried to accept that this was his life. Family would always interfere with friends, school would always interfere with work, and Spider-Man would always interfere with everything. There was nothing he could do to change that, so he just tried his best to accept it.

Even though he hates every part of it.


	24. Chapter 24: Fantastic

It was a late night in the penthouse of Norman Osborn, as the weather was slowly thawing New York city. It was March, and the temperature was warming up by the day, as the snow that was covering the city was only now visible in patches.

Stormin Norman himself was walking around the halls of his home, as he talked to his secretary over the phone. "No, I want to reschedule his appointment for next week. I'm going to be busy. I don't care if he wants to make a deal with us, he needs us, we don't need him."

Norman walked into his living room, to see his son Harry on the couch, working on his homework. It appeared that the red headed teenager was struggling, as he tapped his pencil against his head in frustration.

Norman blinked at the scene, before going back to his conversation. "If he complains, tell him that there's nothing you can do. Either he waits for next week, or he doesn't. I couldn't really care less, to be honest. Also, talk to the scientists working on Project Burning Gold, tell them to put that on hold, and to complete extra scans on the...formula. They'll know what to do."

"Uh...dad...?" Harry asked in slight trepidation, not entirely comfortable with what he was about to do.

Norman gave his son a questioning look, as he put the phone slightly away from his ear.

"Can you...uh...help me with my homework?" The red head asked.

Norman sighed deeply, before he put the phone back against his head. "I'll call you back," he told his secretary, before hanging up. He then looked at his son, his eyes half closed, disinterested. "What?" He asked, unenthusiastic.

"I'm having trouble with my chemistry, and I figured, that's your specialty, so..."

"Where's Peter?" Norman asked. "He's a bright boy. I'm sure he'd love to help you."

Harry rubbed the back of his head. "Well, uh, we're...actually not talking right now. I'm kinda mad at him right now."

Norman's eyes widened up. "What!?" He asked, angry. "That boy is the best thing that's happened to you! God knows you wouldn't be able to pass school without him!"

Harry slumped slightly. "Dad, I can get A's and B's on my own."

Norman rolled his eyes. "A's and B's. This is why you aren't going to go anywhere in your life. You're an underachiever. Peter is going to be the valedictorian, and move on to any job he wants, while you live off my dollar. All because you can't use the resources around you properly."

Harry stared at his dad in resentment, his mind stinging from Norman's words. "I just wanted help with my homework."

Norman gave him a steely gaze, before he started to leave the room. "If you want help, call Peter. Otherwise, you better figure it out."

With that, Norman went back to his business, as he pulled his phone back out while he left. Harry stared at where his father was for a few moments, before turning back to his homework, even more frustrated than he was before.

* * *

"Stick and Move, Peter! Stick and Move!"

Spider-Man was dodging attack after attack from Black Widow, as the former assassin threw quick kicks and strikes towards him. Peter kept looking for a chance to get a hit in, but even with his spider speed, the femme fatale was just too fast.

Peter had asked Captain America for another training session. And he got one. Just not the way he was expecting. Or strictly against who he thought he'd be facing off with.

Black Widow connected with a boot to the head, knocking Peter for a loop, as he kept trying to dodge attacks. She had a much better understanding on pressure points and weak spots on the human body than he did, making her a formidable opponent, even with his powers.

He felt his spider sense tingle, as he looked to see a shield flying straight towards his face. He leaned back, barely dodging it, before shooting a web at it to grab it. While still ducking attacks from Natasha, he threw the shield towards her, forcing her to jump over it, where he was able to catch her with a upwards kick to her gut.

She fell to the ground, the air knocked out of her, as Spidey turned to see Captain America charging towards him, continuing the barrage of attacks as Peter quickly dodged them. Spider-Man then flipped over Cap, who was able to grab Peter's leg and throw him down to the ground. Peter then caught himself on the floor, hopping back to his feet, and connecting with a solid punch to Steve's chest, knocking the American Icon back.

"Steve!" Natasha called, throwing the shield back towards him. Cap caught it, and used it to block a flying kick from Peter, who instead just bounced off the shield. Peter landed a few feet away, and was ready to keep sparring, when a loud buzz filled the air, stopping everyone in there tracks as they covered their ears.

The three looked up to the control room, and through the glass, could see Tony Stark, giving his stupid smirk. "Sorry to interrupt," he said through the speaker. "Well, actually, I'm not, but I need to talk to Webs down there for a second."

Steve sighed, as Peter took off his mask. The living fossil looked at the brunette, before getting a small smile on his face. "Good work, Peter," he said. "You're really starting to improve."

"Thanks, Cap," he said, before turning to Natasha. "Thanks for helping out, too. Even though I'm pretty sure you just did this to hurt me."

Black Widow gave a scoff, as she smirked. "I just like seeing what you got. Maybe someday you could beat me in a fight."

"I could totally beat you in a fight!" Peter told her.

"Uh huh," she dismissed. "How about you go see what Moneybucks wants."

"Heh. Moneybucks," Peter mumbled to himself, as he left the training room.

Steve walked over to a chair in the corner of the room, and picked up a water bottle that was sitting on it. He took a big gulp, as he wiped off some sweat from his brow. "That's the first time in a while that I actually got tired."

Natasha silently nodded. "He's something else. Good thing he's on our side. For now."

Steve froze for a second, before he turned towards his teammate. "What is that suppose to mean?" He asked, dead serious.

Natasha looked at him. "This fake Spider-Man is worrying me. Peter is already viewed as a public menace. What if this faker pushes him to actually become one."

"That's nonsense," Cap told her. "Peter's a good kid. He wouldn't do that, no matter what."

"Are you sure?" She asked, concerned. "I'm surprised that he hasn't done it yet, but he's young. Inexperienced. A teenager. He's a melting pot for making bad decisions."

"But he hasn't."

"He's a bullied kid with a dead uncle and an aunt who struggles with paying the bills. I don't know how strong he is to keep going the hero route."

"Natasha, of all people, you should be the most understanding of Peter," Steve said, softly. "How many people didn't trust you when you changed?"

Natasha stared at him, quiet. She clicked her tongue. "I like Parker. But we both know I have plenty reason to be suspicious."

"I know."

"So don't judge me, until you know I'm proven wrong," she told him, as she left the training room, leaving Steve in contemplation.

* * *

Adrian Toomes used to be a government agent.

He used to serve his country, give his impressive mind to lesser intellectuals to complete projects that could help the general public. They then sent him to do it once more, to give the army more impressive weapons to defend themselves in a big, scary world that was only getting bigger and scarier. They sent him to Oscorp.

They sent him to Norman Osborn.

Then they kicked him to the curb. Believed Osborn's lies. Disregarded all the good that Toomes has tried to do. They should of treated him as their superior! Someone of vast importance. Instead they treated him like a common employee who needed to be fired.

All because of Osborn.

Toomes kept tinkering with his flight suit. Very soon, he will become vengeance.

* * *

Peter and Tony walked towards the lab, as Peter was curious about what Tony wanted to see him for.

"Can you please just tell me?" He asked.

"Nope," Tony stated. "It's a surprise."

"Like that 'surprise' you gave Hawkeye?" Peter asked.

"That wasn't so bad."

"You gave him trick arrows that exploded when he touched them."

"He didn't get hurt!" Tony defended, as the two made their way to the lab. "Well, seriously, at least."

"Tony, just...come on..."

"Nope!" Tony enthusiastically denied. "Trust me, you'll like it."

Peter huffed, annoyed. After a few more moments, the two finally arrived.

"Peter," The billionaire started, hand on the door. "Say 'hi' to some old friends."

Peter raised an eyebrow, as Tony opened the doors, to reveal some of Earth's greatest heroes.

"The Fantastic Four?" Peter gasped, as the first family of heroes looked at the door, all happy in seeing their old friend. Mister Fantastic, Reed Richards, was creating something with the spare parts in Tony's lab, as Susan Storm, the Invisible Woman, sat next to him. Ben Grimm, the Thing, looked at Peter with caring, blue eyes, while he held Johnny Storm, the Human Torch, in his grasp for a noogie.

"Hello, Peter," Reed warmly greeted, as he stretched over to him, from across the room. "How have you been?"

"I've been fine, Reed," Peter said, shaking his hand and giving him a big smile. He then turned towards the Invisible Woman. "And how are you, Sue?"

"I'm fine, Peter," she said, as she walked over to the teenager, alongside Thing and Human Torch.

"Hiya Squirt!" Ben welcomed, as he clamped a large, rocky hand on Peter's shoulder. "It's nice ta see ya again."

"Hey Pete!" Johnny excitedly exclaimed. "It's been awhile. Last time we saw you, the Shocker was giving you a handful."

Peter rolled his eyes. "Yeah yeah. Herman's still in jail though, so don't worry. Where have you guys been?"

"We were in space," Reed explained, having gone back to tinkering with his gadget. "The Skrulls had sent a super soldier of theirs to attack us. We had to find the source of it and stop it."

"Oh, is that all?" Peter joked. "I thought you guys took a vacation to Rome."

"That actually sounds pretty sweet," Johnny commented, as Ben nodded in agreement.

Tony cleared his throat, tired of feeling like a third wheel. "Uh, I know I'm ruining the moment here, but I'm a little curious on why these guys know you're Spider-Man."

Peter rubbed the back of his head, awkwardly. "Uh, it's kind of a funny story."

"I love laughing," Tony said, deadpanned.

Johnny gave his regular arrogant smirk, as he stood next to his slightly younger friend. "He found out that we were your friends, and he tried to brag that he knew your secret identity."

"I thought you were really protective of it!" Tony said, a little hurt.

"He didn't tell us on purpose, if that makes ya feel better," Thing stated. "The kid got his mask torn off by one of Reed's inventions."

"I had to take photos of Reed for the Bugle," Peter explained. "So when it happened, they all knew who I was. Luckily, we all got along. Except for Johnny. Because he's an idiot."

"I plead the forth," Johnny joked.

"Fifth," Ben corrected, annoyed.

"Whatever," Johnny said, making Ben facepalm.

"The good news is, we were able to fix HERBIE after that," Reed stated, pleased with himself.

"HERBIE?" Tony asked.

"He's a robot servant that Reed invented," Sue told him. "Cooks, cleans, stores data files. Kind of like JARVIS in physical form."

"Oh no," Peter mumbled to himself, knowing that wouldn't go over so well.

"JARVIS in physical form?" Tony repeated. "That's awfully big praise for some boring robot."

Reed looked up from his experimenting, to give a look towards Tony. "HERBIE is far more than just a 'boring' robot," he explained. "He's a computerized companion."

"So is my Roomba, but I haven't used that in five years," Tony quipped, as Reed rolled his eyes.

"Anyway!" Peter loudly interrupted. "What are you guys doing here?"

"Tony and I are collaborating on a project," Reed explained, as he went back to working. "Sue is here to assist, and Ben and Johnny wanted to meet Captain America."

"He's super cool!" The hot headed blonde stated.

"He's awesome!" Ben agreed with his young friend.

Peter nodded his head. "Ok, not going to lie, I see the guy everyday...but he is really cool."

Tony rolled his eyes. "If you say so, kid. How about you go and...I don't know...do something. I need to focus on this with Rubber Band Man over here."

"Sure. See you guys later!" Peter said, as he left the lab.

"Bye Pete!" Johnny called, as the rest of the Fantastic Four gave him a wave goodbye.

Peter had to admit. It was cool having superhero friends. Really cool.

* * *

Deadpool waited on a building across from Avengers Tower, a sniper rifle in his hands, as he watched through the scope.

"Okay hotshot. I'm tired of just sitting around, and I am in the mood for some murder! Some pew pews, a few bang bangs, and maybe even a couple of choppy choppys. That's all I want. But I can't do that, until you FREAKING SHOW UP!"

As if on cue, Spider-Man popped out of the tower, jumping off the balcony and swinging away.

"There you are. Now just wait until you're far enough from Avengers Tower, and..."

Deadpool pulled the trigger.

"Bang."


	25. Chapter 25: IT'S DEADPOOOOOL!

Spider-Man was swinging through the night, as he passed by building after building. He had had a pretty decent day. He had trained a little, he caught up with the Fantastic Four, and he had finished all of his homework at school! It was still a little hard not talking to Harry, but hopefully cooler heads would prevail. Overall, not a bad day.

Suddenly, his spider-sense went off. Guess he jinxed it.

A bullet went through the web his was swinging on, cutting it in half. Peter looked up in panic, as he started to fall to the ground, arms flaying around. He screamed in terror, as he landed back first onto a parked taxi, denting the roof of the car.

"Ugh..." he moaned, as the web head slowly slide off the taxi, landing on the road. Several cars stopped at the sight of him in the road, while multiple civilians stopped to gape at the hurt hero. "Owie," Peter complained, as he slowly got back up to his feet, as he cracked his back. He flinched at the popping sound it made. "Ok, that was my spine. Not great. Ow."

Peter straightened out, as he looked around, trying to see who had shot at him. "Ok, who do I know who's a fan of guns. Punisher? Nah, he only goes after criminals. Then again, Faker-Man is still out there. Aw crap, please don't be the Punisher."

"Don't worry!" A voice rang out. "It's not the Punisher."

Spider-Man turned around, to see Deadpool staring at him, duel pistols drawn. Peter noticed the weapons that were strapped onto the guy, with what looked like automatic machine guns, katanas, grenades, and pouches of mystery items. What really stuck out to Peter though, was the suit itself.

"Seriously?" Spidey asked. "Another copycat? Come on, you couldn't come up with an original design?"

Deadpool blinked at him. "Wha-copycat? Kid, I was totally rocking this costume first. If anything, you copied me!"

Spider-Man put his hands to his chest in mock indignation. "Me, copy you? I don't even know you, dude! You're just some random guy in a ninja version of my costume!"

"This is NOT your costume!" He yelled, thoroughly annoyed. "I don't copy anyone! I'll let you know that I had this costume since the 90's! That's right! The 90's! Were you even alive during the 90's?! See, you just made me mad! I am soooo going to enjoy killing you!"

Peter's spider sense blared, making him jumped out of the way as Deadpool opened fire. The bystanders around them screamed in fear, running away from the scene, as Spidey flipped through the air, nimbly dodging all the bullets, before landing on a nearby wall.

"Oh, BTW, my name's Deadpool," the Merc with a Mouth waved, guns in hand. "Or Major Awesome McSwedeBalls. I'd prefer that one." Wade then paused, as if he was considering something, looking away from the wall crawler. "He doesn't need to know that!"

Peter raised an eyebrow under his mask. "Uh, who are you talking to?"

Deadpool looked back at him. "Oh, right. You can't see the yellow boxes. Oh well," he said, as he opened fire yet again at Spider-Man, who jumped out of the way, landing on all fours on the street.

"Great, another New Yorker who's Cuckoo for Cocoa Puffs," Peter deadpanned, not liking this guy at all.

"I'm more of a Trix man myself," Deadpool quipped, as Spider-Man pounced at him. Wade was able to roll out of the way, as he drew his two katanas. "Also, I'm Canadian, but trust me, I wish I could pull off being a New Yorker. I'm just not that into hating Chicago and loving the Yankees."

"The Yankees are overrated," Peter joked, as Deadpool swiped at him with the twin swords, not being able to get a good hit.

"Stand still!" Wade pleaded. "I'll be your best friend!"

"That isn't a good deal!" Peter said, as he found an oppourtunity, and threw a big haymaker right to Wade's jaw, knocking him away a few feet, making him let go of his katanas. One of them spun through the air, before it pierced itself through Deadpool's chest, pinning him to the ground.

"ACK!" Deadpool groaned, as he looked up. "Well, that blows."

"Oh my God!" Peter cried, as he hopped right next to Wade. "I-I didn't mean..."

"Is this how the mighty fall?" The Merc with a Mouth dramatically asked himself. "Cursed by one's own pride? Soft, doth yonder window breaks, tis the east, and I think it stabbed my heart."

"Stop talking!" Spider-Man pleaded, freaking out. "Just stay still, I'm going to get some help."

"No!" Wade called. "No, just...be here. I don't want to...die alone..."

Peter was hesitant, but he stayed, as he wasn't sure if there was anything he could do.

"I appreaciate the thought," Deadpool told him, weakly. "But, there just isn't enough time...before the next episode of The Voice starts."

Peter raised an eyebrow, before Deadpool pulled out a pistol, and tried to shoot him with it, only missing by a hair as Spidey flipped out of the way.

"Seriously, have you seen that show?!" Deadpool asked, as he pulled the sword out of his chest with a little struggle, before hopping back to his feet. The katana dripped blood onto the pavement, as the chest wound started to close up. "That's what I call can't miss television!"

"OH COME ON!" Peter yelled, frustrated. "You have healing powers too? Should I call Wolverine, tell him someone's ripping off his gimmick?"

Deadpool gasped. "You know Wolverine too? Can you tell him Wade says hi! Also, tell him to stop stabbing me in the face every time he sees me."

"Sorry, what was that?" Peter asked, as he started swinging away from the mercenary. "I couldn't hear you!"

"I said, could you please tell him-!" Deadpool asked, louder, before realization hit him. "You little shit," he cursed, as he ran down the road after the hero. He quickly figured out that he wouldn't be able to follow the web slinger on foot, so he looked around, before finding a man behind the wheel of a pizza delivery truck. "Hi!" He greeted the man. "You know that game GTA?" He asked, as he pointed a pistol right at the driver. "This is kind of like that."

Peter went as fast as he could, as he tried to lead the nutcase after him. The man is obviously deranged and dangerous. He needs to get him away from as many people as possible.

* * *

"Status."

Wilson Fisk sat high in his office, as he looked outside the window of his tower. His right-hand man, the Rose, swiped through his tablet, reading the information he was getting.

"Wilson has engaged Spider-Man," Rose stated, matter-of-factly.

"Remind me, Rose, what is that lunatic's kill rate?" Fisk calmly asked.

Rose shifted through the data on his tablet. "He has 530 confirmed kills under his belt, and a success rate of 100%. When he is motivated, nothing can stop him from completing his job."

Kinpin gave an evil smirk. "Great. Our pest shall finally be dealt with. Now, tell me about the Devil..."

* * *

Peter moved quickly above the streets, swinging from web to web as fast as possible. Meanwhile, below him, was Deadpool, mask rolled up, driving against the traffic as he ate some pizza he found in the delivery truck.

"Mmmm...pepperoni," Deadpool muttered to himself, as he tried to carefully place the slice in his mouth, the cheese threatening to fall off.

Peter couldn't help but ask himself a million different questions. Who was this guy? Did someone send him? Why was he trying to kill him? He hadn't done anything to this guy...he thinks...

"Spidey!" Deadpool called from the truck, his head sticking out of the window. "Come on! I wanna kill you, you want me to kill you-"

"I do NOT want you to kill me."

"Then why did you put a giant spider on your chest AND your back!? Those are like, perfect bullseyes! Bulleyes? Bullsyesyesyes."

"God, please tell me I'm not this annoying," Peter mumbled to himself, as he noticed Wade threw a knife right at him. "Ah!" He gasped, as it barely grazed his shoulder, and cut the web Spidey was on. He fell right on top of the hood of the truck Deadpool was driving, sticking on as the Merc with a Mouth began swerving, trying to run him down with the truck.

"What do we do with a drunken sailor what do we do with a drunken sailor what do we do with a drunken sailor EARLY IN DA MORNIN'!?" Deadpool sang, as he dangerously swerved along the road, barely missing the cars surrounding him. "Why aren't you falling off?"

"Uh, I got stick'em powers," Peter quipped. "Because I'm, ya know, Spider-Man."

"Oh, right," Deadpool curtly stated. "I forgot about that. Silly me, I'm not quite sure where my head is right now. Although I'm pretty sure my head's going to be through this windshield in about three seconds."

Spidey looked at him in confusion, before his spider sense went off. He looked behind him, to see the window to the local shopping mall coming up to them fast. "Aw man..."

The truck crashed through the window, making Spider-Man fall off the hood, and making Deadpool fly through the windshield. "WEEEEEE!" He yelled, before he hit a wall, hard with a splat. He stuck there for a few moments, before sliding to the ground, a slight trail of blood marking the wall as he did so.

Peter rolled on the ground for a few moments, the tile floors cracking slightly underneath him. "Ugh, someone needs to get their license revoked..." he woozily muttered, as he looked up, to see a bunch of shoppers around the spacious mall, some poking their heads out of stores, others looking up from their phones, and a few eating churros. All of them were looking right at him.

"So much for getting the innocents out of the way," Peter complained, as he rubbed his head with his hand. "Ugh..."

* * *

Steve Rodgers was sitting in the lab of Tony Stark. In a rare moment where he was all by himself, and an even rarer moment where Tony didn't have the room occupied, Steve decided that it was time to talk to his contact.

He sat in front of Tony's computer, and with a few key button presses, made a call to his friend and teammate.

"Cap?" Sam Wilson, the Falcon, answered, his face appearing on the screen.

"Hello, Sam," Steve greeted, keeping his voice down. "How is everything?"

"I just got word about Coney Island," Sam quickly said. "Is everyone ok?"

"Everyone's fine," Steve told him. "No one was seriously hurt, and we quickly took down Sandman."

"Good. I'm sorry I wasn't-"

"Sam, it's ok," Steve reassured. "I sent you out on your own mission. Do you have any leads?"

Sam closed his eyes, before shaking his head. "I'm sorry, Steve. He was definitely in Germany, but...he just vanished."

Steve sighed deeply, not happy with the news. "Dammit..." he said to himself, disappointed.

"Steve, we...have you ever considered that maybe it's for the best? We don't even know if he's still in there."

"You didn't see him last time," Steve told him. "He was confused, but he was himself. He needs our help, and I refuse to let him down. Please Sam, I know I'm asking for a lot, but..."

Sam looked at him silently for a few moments, knowing what his friend must be going through. "I'll keep looking Steve."

The American hero simply smiled. "Thank you."

Sam nodded, before signing off, leaving Captain America by himself, lost in thought, and lost in sorrow.

* * *

"Will you knock it off!?"

Peter kept jumping away from Deadpool, as the Regenerating Degenerate kept slashing away at him, trying to hit him. Deadpool was getting frustrated at not being able to get a solid hit on the kid. The two kept fighting around the mall, as the shoppers inside were doing their best to stay out of the way.

"I can't kill you if you keep jumping around like that!" The Merc complained. "And I really just want to get paid! I'm getting sick of eating nothing but Pizza Rolls. I wanna buy Hot Pockets!"

"Who hired you?" Spider-Man asked, getting frustrated at the chatterbox killer. "That's assuming you're not crazy enough to imagine someone telling you to do this."

"Not this time...I think," Wade stated, before Peter ducked under a swipe of his blade, and kicked him hard in the gut. The Web head then followed up with a hard uppercut, the chatter box's jaw becoming unhinged from the strike.

Peter shook his hand a bit, waving off the sting of the punch. "Had enough?" He asked.

"You 'roke mah jaw!" Deadpool whined, having a hard time pronouncing his words with his jaw hanging by a thread under his mask.

"And still you talk," Peter deadpanned, before he shot a web at Deadpool's chest, connecting before he threw the mercenary through a store front, knocking over a few mannequins in the process. Peter waited for a few moments for Deadpool to come out of the pile of broken objects, but it never happened.

With a sigh, Peter figured out that Wade must of disappeared inside the store. He quickly hopped in through the busted up window Deadpool made, and started searching. It was a clothing store, with sweaters, pants, and shirts on multiple racks and shelves. Peter looked around, making a mental note of how expensive the items were. He definitely wasn't going to be shopping here anytime soon.

"Yoohoo!" Wade called, making Peter turn to his right defensively. However, when Peter laid eyes on him, he could barely register what he was seeing.

Deadpool, super deadly and efficient mercenary, able to kill anyone he feels like, is standing before Spider-Man...in a pink dress.

"Be honest," Deadpool said. "Pink is totally my color."

"I...just...what?" Peter stammered, completely confused. He was so bewildered that he couldn't react to Deadpool throwing a roundhouse kick at him. It connected to his head, knocking him for a loop, as Deadpool peppered him with a few blows to the chest.

Peter, using his spider sense, was able to eventually dodge the attacks, and punched his opponent multiple times in the face.

"Ow! Ah! Mommy! Bea Arthur! AGH!" Deadpool groaned after each hit, before Peter grabbed a nearby clothes rack, and beamed the Merc with a Mouth over the head with it. Peter then used it like a baseball bat, knocking Deadpool away, before he quickly backflipped out of the store. "See ya loser!"

"I'm sorry," Peter said, quickly following the man, "who was just smacking the taste out of your mouth?"

"Now I know that's not true, because I can taste the blood!" Deadpool mocked. "So joke's on you!"

Peter rolled his eyes, before jumping straight towards Deadpool, who quickly fell to his back to push him away with his legs. Peter flipped in the air, before landing on the top of the fountain in the mall lobby.

"Look, Spidey, I'm not going to lie, you're a lot tougher than I thought you are," Deadpool said, breathing heavily as he ripped off his dress, revealing his bodysuit underneath. "And-jeez-and I think I need like a, five minute break or something. Please just, like chill out up there for a moment."

Peter was flabbergasted. "You've got to be kidding me..."

"Does anybody know where the nearest Orange Juliest is? Do they even still have those?" He asked the surrounding patrons, as he wandered into a nearby store.

"Oh come on!" Spidey exclaimed, jumping off the fountain and running in after him. "There's no timeouts in superpower fights! That's just unprofession-"

He was cut off as Wade hit him in the face with a guitar, making Peter flip out of the store, rubbing his face in pain. "Turns out that was a music shop," Deadpool explained. "Ok, back to the fighting!" He said, as he pulled out a couple of incendiary grenades, and threw them at the teenager.

Peter looked up in panic, as he quickly jumped over them. The grenades bounced a few more feet behind him, stopping at the door to a video game store. Peter's eyes widened as the grenades exploded, causing the entrance way to get completely destroyed, and a fire to spread around the outside. There was no way in or out, trapping the shoppers inside.

"Oops..." Deadpool sheepishly muttered, not expecting that to happen at all.

Spider-Man turned towards him in spite. "You idiot!" He yelled. "You just trapped a bunch of people inside a makeshift BBQ!"

"I didn't do it on purpose!" Deadpool said, before Spidey hopped over to the store, trying to figure out a way inside. Seeing no other option, Peter grabbed the burning pieces of wood that covered the door, and lifted them above his head, searing his hands in the process.

"AH!" He yelped, as the flames licked his hands. "Hurry!" He told the stunned people inside. After a moment of gawking at him, a few of them ran out, as others tried to follow. However, a piece of the ceiling inside broke off, and was quickly falling over a few kids. "No!" He cried, as he quickly took on hand off the pile of wood he was carrying, to web up the debris away from the children.

However, when he took his hand off the burning wood, it shifted enough to have more steel and iron fall on top of Peter, knocking him down to the ground, and blocking the entranceway again. Now actually on fire, Spidey struggled to push himself up from the ground, carrying the weight on his back. With some effort, he was able to get his hands back on the debris, and pushed it back over his head. "GET OUT OF THERE!" He screamed at the people, in agony, as the rest of the trapped civilians quickly ran out.

Peter then fell backwards, dropping the steel, iron, and wood, and quickly rolling along the ground, putting the fire out on his now singed costume. He laid back for a few moments, trying to catch his breath, when he looked up, to see Deadpool looking down at him, blankly.

"Are we going to keep fighting now?" Spider-Man asked, not really happy about the situation.

"You...you didn't even hesitate," Deadpool said, in awe.

"What?"

"I messed up, and you...you didn't care about your own safety, you just saw that people were in trouble, and you helped them..."

Spidey slowly got back to his feet, as he stood face to face with the mercenary. "Well, I mean, that's what heroes do."

"No," Deadpool dismissed. "Not all of them. But that's what you do."

Spider-Man stared at him with wide lenses, not quite sure what was about to happen.

"I'm done here," Deadpool said, as he started to walk away. "I'm sorry about almost turning a bunch of people in charcoal, but hey, what're you going to do."

"Whosawha!?" Peter exclaimed, completely taken by surprise.

"I can't kill a hero like you!" Wade explained. "People need you, for when bad people make a mess." He looked at his feet for a second. "People like me. Maybe I've been going about this the wrong way." He then looked up at the young hero. "I'm going to try and figure things out, see if maybe I can actually do some good."

Peter was stunned, as Wade started to walk away from him. "OH!" Deadpool exclaimed. "Almost forgot, Kingpin was the guy who hired me. You know, crime boss, white suits, tubby. That guy. See ya!"

"Kingpin?" Spider-Man asked himself, as Deadpool walked away from view, gone. Peter scratched his head, confused. "That...was weird..." he said to himself. "I mean, seriously...what the hell just happened?"

* * *

"Sir?"

Kingpin tensed up, as he knew that tone of voice from his right hand man. "What happened?" He asked, gritting his teeth.

"It's Wilson, sir," Rose explained. "He's abandoned his mission."

Fisk rubbed his temples for a few moments, before he slammed his fist in anger on the desk, leaving a large crack. "Dammit!" He cursed, before he took a deep sigh. "Very well, I suppose it's back to the drawing board."

"Yes sir," Rose said, as he made his way out of the room, leaving the crime boss alone.

"Spider-Man..." he said to himself, fuming. "You better enjoy your life, because it's about to become a lot shorter."


	26. Chapter 26: More Than Friends

It was early in the morning, the sun just starting to rise over the horizon. It was quiet at the dockyard, with the workers just calmly going about their business, loading and unloading boxes from boats and the like. The waves gently crashed against the docks, with everyone around sleepy and calm.

Unbeknownst to them however, was an abandoned warehouse that no one gave a second thought to. Inside the ancient cement building, was Adrian Toomes, looking at the suit that was hanging in front of him. It was connected to a couple of chains, and had what looked like black feathers covering it, with a black and red helmet connected to it. It had steel wings, each 'feather' more like a metal dagger, each connected to the actual costume.

He had a blowtorch in his hand, and a welder's mask over his head. He put the mask down over his face, before he started to work on the suit. He was nearly done, the suit complete for the most part, with the only thing that needed to be fixed were a few seams in the suit. Toomes had already tested its aerodynamics, it's durability, and so far, everything was perfect.

Osborn undermined him. He treated him like a kid until the end. A child who couldn't string together a simple thought. How wrong he was. How wrong he was going to realize he was. The time has come. Osborn will regret ever going against him.

* * *

"Seriously, he's such a jerk!"

Peter was at his locker in Midtown High, sorting through his books while he talked to Gwen Stacy about some problems he had been experiencing.

"So wait," Gwen interrupted, trying to understand her friend's venting. "This guy, Eddie, just shows up and takes your job?"

"That's right!" Peter exclaimed. "Jameson was going to cut me off completely, before Robbie convinced him to give me a job as a webpage designer."

"Well, that doesn't sound too bad."

"It pays half of what I was making before, and Brock keeps rubbing it in my face that he's getting the Spidey money now."

"Ok, that is bad," Gwen said, as Peter grabbed his textbook from his locker. "How did you get pictures of Spider-Man before?" She asked.

Peter paused for a second, before shutting his locker. "I was just lucky, I guess," he said, as the two started walking down the hall.

"So you can still get pictures of him?" She asked.

"Yeah, but Jonah wants incriminating pictures of Spider-Man. Him robbing banks, mugging people, eating kittens, that sort of thing."

"Well, that can't be too hard. He's been causing a lot of trouble lately. Did you see what he did on the news? He-"

Peter looked at the blonde beauty, as he couldn't believe his luck. The girl that he respected and cared for the most in the whole world, was talking about how terrible he is. Well, not him, but...well yeah, him. Not Peter. Spider-Man. Who he really was. Or, who he pretended to be. His brain was starting to hurt.

"Peter?" Gwen asked.

"Huh?" Peter croaked.

"You're...uh...you're kind of staring," Gwen said, with a small smile, as she looked to the floor.

Peter instantly felt his face heat up. "Oh! Uh, well I just thinking about what you said, and, uh, well, maybe I could, uh...you brought up a good point and..."

The boy cut off his own stammering, as he noticed a poster hanging in the hall. It was highly decorated, covered in a lot of bright colors. It had the words 'March Formal' plastered across it.

"March Formal?" Peter suddenly asked, drawing Gwen's attention to the sign.

"Yeah," she said, a little unenthusiastic. "The student council complained that we didn't have enough dances. So now, we have five."

"Oh," Peter lamely muttered, a million thoughts running through his head. He sort of had this talk with Tony. The millionaire basically told him to ask her out if he really liked her. Which he totally did, no question about it.

But, they were great friends. Really close friends, since they met in middle school. She always got along with Aunt May, and even though her mother seemed indifferent to him, he had always bonded with George Stacy, her father.

He didn't want to ruin that. What if he asked her out and she said no? Then there would always be this weird air between them. They would never be able to just go back to being just great friends. And with Harry ignoring him now, he was low on friends. Gwen and Mary Jane were his only normal friends left, ones who don't wear spandex and have claws in there hands, and MJ was hanging out with Harry a bit more often, probably to try and get him to forgive Peter.

"Pete? That's the second time you spaced out," Gwen said, giving a little giggle while she waved her hand in front of his face.

"I, uh, was just thinking that, well, if you weren't busy that day, maybe you would like to, ah, go to the dance."

Gwen gave him a surprised look.

"With me," he added. "I probably should of said that first. Heh."

"You want to go to the dance with me?" Gwen asked, quizzical.

"Well, yeah. I mean, if you don't want to I completely understand," he hastily told her. "I mean, if you're busy, that's fine, and-"

"Peter," Gwen said, interrupting him with a hand on his shoulder, and a smile on her face. "Shut up. I'd love to go to the dance with you."

The brunette felt himself flush, as he watched Gwen walk away to her next class, leaving him dumbstruck in the middle of the hallway. After about a second of just standing there, he felt Flash Thompson and Kenny Kong come out of nowhere, both shoulder blocking him on opposite sides and knocking the book out of his hands.

"Earthquake!" Kong blurted out, laughing along with his friend.

"Puny Parker can't handle the quake!" Flash obnoxiously chuckled, before the two bullies just walked away, leaving the young man alone.

Peter just absentmindedly laughed, as he picked up his book from the floor. Yeah, not even that was going to bring him down.

* * *

"YAAHOOOO!"

Spider-Man was swinging around the city, just finished with school, ecstatic about everything right now.

"I got a date! I got a date!" He yelled high among the buildings. "Little ol' me! The little nerd that could! That's me, baby! WOO!"

He stopped, hanging upside down on a web, attached to a gargoyle on the edge of a building. "I need to call Tony!" He said to himself, as he dug out his cell phone. He quickly dialed Tony's personal number, and put the phone to his ear. It rang a couple of times, before the web head heard the line pick up.

"You got Stark," Tony said, obviously multitasking as he seemed a bit unfocused.

"Tony!" Peter exclaimed. "Thank you! Thank you thank you thank you thank you! Thank you and thank Steve for me, because I don't have his number for some reason, which I really should get, but thank you!"

"You're welcome," Tony told him. "What are you thanking me about?"

"You and Steve convinced me to finally asked Gwen out! She said yes!"

"You asked Gwen out!?" Tony exclaimed, as it seemed that his attention was now fully on the conversation with the teenager. "That's great! Knew you had it in ya kid. I don't need to give you the birds and the bees talk, right?"

"Uh, no. Ew."

"Don't ew. It's a thrilling procedure of nature's beauty. Plus, it's some of the most fun an adult can have."

"Ok, double ew," Peter groaned. "Can we stop with the weird almost sex talk?"

"I'm a playboy," Tony defended. "Sue me. Anyway, what're you guys doing?"

"We're going to a dance!" Peter excitedly told him.

"...a dance?"

Peter was a bit deflated by the billionaire's reaction. "Uh, yeah?"

"Peter, I tell you this as a mentor, and as a friend. That's incredibly lame," Tony bluntly told him.

"It's not lame."

"Completely lame!" Tony dismissed.

"I'm a kid in high school who just got a demotion from his job, dances are about all I could do. I can't exactly afford to take her to a malt shop," he said, in an old man voice.

"Was that a joke about my age?" Tony asked.

"Of course not, Sonny!" Peter continued in the old man voice. "You're as fresh as sliced bread! A spring chicken!"

"Ok, that's enough," Tony chuckled. "Malt shops were Steve's thing, by the way."

"Oh yeah," Peter realized, going back to his normal voice. "Man, the 1940's were a strange time."

"Tell me about it." Peter heard Tony pause on the other end for a second. "Ugh, how did you get along with this guy?" Stark asked the teenager.

"Who?"

"Mister Doctor Richards," Tony said, with more than a hint of snark. "He's back over here to work on our project. Which was based on my plans, might I add!"

"Tell Reed I said hi."

"Peter says hi!" Tony called, before going silent for a second. "Stretch Marks says hi." He went silent again. "What, you don't like 'Stretch Marks'? I thought it was clever!"

Peter sighed, as it was obvious his friends were bickering again. He watched a flock of birds fly past him in the distance, as he heard the two heroes on the other end argue over stupid genius topics. While he looked at the birds, he noticed another flying object next to them. Something that looked like a man with wings.

"Uh, Tony?" Peter inquired.

"Yes, young hero who obviously thinks I'm the greatest scientific mind today?" Tony answered, biting back at Mister Fantastic.

"Is Falcon back in town?"

"Uh, no, I don't think so. Why?"

"Ugh, I gotta go be a hero. Talk to you later," Spidey promised.

"Give 'em one for me kid," Tony said, as the teenager hung up and put his phone away.

Peter got right side up, as he jumped off the web towards the flying man. He shot another web as he sped towards the unidentified person, as he prepared himself for what he was sure was going to be an interesting experience.

* * *

 **A/N: Hello, everyone. I know I don't usually put notes on the chapters, but I felt like I probably should at this point.**

 **First off, I would like to thank everyone for reading, and giving this story the love that it has received. I started this off as just a fun little thing I wanted to write, and it has gotten a much larger audience and support group than I ever expected. For that alone, I appreciate greatly. I love Spider-Man, I love Marvel, and I love comic books in general, so I hope it comes across in this story.**

 **Secondly, I have decided to answer any questions that anybody may have. It seems to me in certain reviews that some people are really curious about the story and details about it, and I figured it would be fun to answer them. I will answer as many as possible in the next chapter, and will probably continue doing so for the foreseeable future.**

 **Once again, thank you to everyone for reading, reviewing, and supporting this story. I'm going to be honest and tell you that there isn't any real end in sight for it yet, and that I have plenty more interesting stories that I'm just dying to tell.**

 **See ya next chapter!**


	27. Chapter 27: A Vulture's Prey

"Commissioner, I assure you, progress is being made at a reasonable rate."

Norman Osborn was sitting at his desk in his office, talking to his biggest clients at the moment, the United States Government. His cellphone was tugged firmly between his cheek and his shoulder, he scanned over the files on his private desktop, seeing the progress on the super soldier serum.

"Well, the prototype has remained fairly unstable, however my top scientists have assured me that they are on the verge of a breakthrough," he commented, as he updated the details of the serum since its last tests.

"Do not worry Commissioner, if there's one thing Oscorp is known for, it's quality. Goodbye," he said with as much sincerity as he could muster, hanging up. "Now then, what am I missing here?" He muttered to himself, frustrated. There was an issue with the molecular bonds, as they would break down before they even had a chance to properly form.

It was quite the predicament. He needed to get results on this, and fast, otherwise they would resolve the contract. And the company needed the money quite badly, thanks to that blasted Stark Industries and now Horizon taking most of the scientific community's interest.

He just needed this one breakthrough. This one project that's been the subject of most of his focus while that lackey Toomes tried to-

"OSBORN!" A shrill cry rang out, startling the CEO as he turned to the large window behind him, as he saw a winged man fly straight towards him.

"AH!" He recoiled, as he was knocked off of his chair, the man flying right through the glass, shattering it to pieces as he tackled Osborn, flipping over the large desk in the process. Norman looked up, to see the man standing over him, his mouth open in surprise as a small trickle of blood was starting to come off a cut on his cheek.

"Osborn..." Adrian Toomes hissed, clad in his dark flight suit, large wings boldly spread out behind him.

"Toomes!?" Norman exclaimed. "What is the meaning of this!?"

The elderly man gave a twisted scowl on his face. "Are you really that cruel, Osborn!?" He asked, walking closer to him as the CEO backed away from him, crawling on the floor. "Did you already forget how you wronged me!? Or did you just convince yourself that you did the right thing!?"

"Now Toomes, settle down, we're two reasonable men, we can-"

"WE ARE NOT TWO REASONABLE MEN!" Toomes exclaimed, slowly advancing to Norman. "I'm a man! You're a sniveling fox that desperately threw me under the bus to save his own skin!" Toomes eventually pinned Osborn against the wall, as he grabbed the CEO by the throat, the suit giving him enough strength to pick the man off the ground with one hand.

"We both know..." Osborn started, through strained breath as the hand around his throat started to clamp down on him. "That if you were in my shoes...you'd...do the same..."

Toomes went silent for a second, giving him a deep glare. "But it wasn't. And that's why you will die."

"Animal control!"

"Wha-?" Toomes jumped, before a pair of red and blue feet hit him dead in the face, making him release his grip on Osborn as he crashed into the wall of the office. Osborn fell to the ground, as he coughed violently, trying to regain his breath.

"We had a report of a flying bird that escaped from it's cage," Spider-Man quipped. "But by the looks of it, it just seems like a man wandered out of the retirement home."

Toomes' eyes widened in rage. "Insolent child!" He scolded. "I am one of the finest minds today!"

"Really?" Peter asked. "Because I don't see Reed Richards dress up like a pigeon."

Toomes gave a very annoyed growl, as he charged right towards Spidey, who was able to jump over the old man and land on his back, as the winged criminal started to fly off, going right through the window.

"Maybe a Vulture is more your style," Peter joked, as the two started struggling in the air, soaring past building after building. "That black suit just screams Vulture."

"MY NAME IS ADRIAN TOOMES!" He cried, as he avoided a punch from the teenaged hero, the suit giving him advanced reflexes.

"What is with you super villains and screaming your real names?" Peter wondered. "Have you never seen an episode of CSI? You never use your real name if you want to get away with a crime. By the haps, trying to murder a CEO of a international company in broad daylight was pretty stupid."

"I would of done it if you didn't get in the way, arachnid!" Vulture cried, as he did a barrel roll, trying to get the Web Head off his back, and failing miserably.

"Hey, you're the first person to get that right!" Peter complimented, as he threw another punch, landing it in the back of Vulture's head, making him swerve slightly. "Maybe you do have smarticle particles!"

"I'll kill you!" Toomes threated, furious. "And Osborn!"

"Yeah, yeah," Peter waved off, before shooting some webs at the old man's wings. "Here's to ya."

It gummed up the steel feathers for a second, before they sliced through it by themselves. "Fool!" Toomes gloated.

"Uh, that's a new one," Peter lamely mumbled.

"These feathers are hooked up to my nervous system!" Vulture bragged. "Meaning I have complete and total control over what they do...or where they go!"

Without warning, a few of the metal feathers popped off both of his wings, before pointing themselves right at Spider-Man. The feathers shot right at him at alarming speed, as Peter did his best to dodge them, over to get cut by a few on the torso, ripping his costume.

"Hey!" He complained, as he jumped off Vulture's back, swinging right behind him. "Do you have any idea how much red and blue thread costs? Or how long it takes to make that little web design on the costume? No one ever seems to appreciate that."

"Cease your chattering!" Toomes ordered.

"You talk funny," Peter observed.

"GAH!" The former governemt agent growled in annoyance, as he turned around, flying backwards, as he threw even more steel feathers at Peter. Peter noticed that whenever he threw the daggers, they would instantly be replaced. The nerd in him tried his best to wrap his brain around it, but could only deduce that the suit had some very advanced technology.

That, and that it was also freakin' deadly.

Peter dodged in mid air, flipping gracefully around the weapons, before swinging back after the soaring menace. "Come on, is that the best you can-" Peter's spider sense cut him off. "Do?" He asked himself, as he quickly turned around to see them flying right towards him.

With no time to react, they pierced through different parts of his costume, without tearing all the way. He was dragged off his rope by the force, before being impaled on a rooftop billboard. He struggled a bit, but found that he couldn't tear the costume in his flailed out pose on the billboard, and that the steel was too strong for him to break.

Vulture flew down right in front of him, hovering while giving him an icy stare. "Uh, if I take back those mean but totally genius observations I made, would you help me down?" Spidey asked, not able to move an inch.

"If I had more time, I would kill you now!" Toomes told him. "But this scrap through town has put too many eyes on me at the moment. Mark my words though, you will not be able to protect Osborn forever, and when his guard is down, I will end him!" He declared, before flying off, leaving Peter alone.

"Great..." he muttered to himself, frustrated. He struggled for a few more moments, before realizing that there was no real way he could get himself down in this condition. "Come on Spidey," he tried to motivate himself. "Hurry up, before someone puts you on Snapchat."

He then got an idea. He did his best to get his figure tips into his costume, and after a good amount of stretching, was able to grab his cell phone. He had most of the Avengers phone numbers inside, to be called for emergencies only.

"Ok, Tony," he said to himself, as he carefully typed in the numbers, and pressed the speakerphone button. After a few rings, his voicemail picked up.

"This is Tony Stark's personal number. If you're lucky enough to have this, you should know that I'm with the Fantastic Four underground, and that I don't get great reception. Leave a message."

"Ugh," Peter groaned. "Don't have Steve's number. Or Daredevil's. Or Wolverine's. Or Ant-Bro. Why don't I have Scott's number? Oh, right, secret identity. Hawkeye's out of town, so that leaves..."

Peter froze in realization. "No. No no no no no. I'd rather call the Punisher first. Or even Deadpool. Just please God, anyone, and I mean anyone, else. I'll never hear the end of it."

He looked around for a second, before sighing. "It's either make the call, or hang here forever. Hmmmm..."

He went silent for a good five minutes, mulling the decision over in his head.

With reluctance, he entered in the phone number, and waited for the person on the other line to pick up. Which they did.

"Parker," a curt answer came from the other end.

"Hi, Natasha," Peter nervously greeted. "Any chance you could help me out?"

* * *

Tony Stark was looking at the underground lab, in slight awe. Not that he'd outwardly show it, of course. Deep underneath the Baxter Building lied some of Reed's more experimental technology. It was pristine, with advanced tech merging itself to the stone walls surrounding it, wires and stalagmites high above them.

"I just can't believe it," the billionaire uttered in disbelief.

Reed, who was completely focused on his work, didn't even look away as he screw two parts together. "What can't you believe?"

"That you made an entire room for irresponsible experiments," he said. "I wish I had that opportunity."

"I was thinking about making one in the Negative Zone," Reed said, as he stretched his arm to the other side of the table to grab a tool he needed. "But since we haven't fully explored it, it seemed too risky."

Tony nodded his head, as he picked up the various pieces of tech scattered on the tables around him. A lot of them had flashing lights and buttons, but Tony wasn't too sure what it did, and since he didn't feel like destroying the dimension, he carefully placed it down. "How often do you go down here?" He asked, noticing how cluttered the place was.

"At least once a day," Reed stated, not thinking anything of it.

Tony raised an eyebrow at the scientific hero. "Don't you have your own lab upstairs?"

"Yes, but I find that I work better when I'm not distracted by the others. Ben and Johnny are almost always bickering, and Susan is always trying to take me out to dinner and activities like that."

Tony scoffed. "Oh man. A beautiful woman is trying to take you on a date. How terrible."

"Your sarcasm isn't appreciated," Reed bluntly stated, as he continued to work.

"Just an observation," Tony shrugged. "I mean, you should probably give her some more attention. A woman like that, you don't want her to go off. She'll find another scientist that will give her all the love she needs. Like me."

Reed stopped working, as he looked up at the billionaire, who was giving him an arrogant smirk. Reed gave a little chuckled, as Tony joined in, a little frustrated that his rib didn't really work.

"So..." Tony said, as Reed went back to work. "What is this, exactly?"

"What do you mean? You know what it is, it's a collaboration that you've worked on," Mister Fantastic absently stated.

"I know that," Tony rolled his eyes. "What I don't know is what it's turned into. This use to just be a secured communication device. Then you started working on it."

Reed went quiet. "They didn't tell you?" He asked, looking at his partner.

Tony furrowed his brow. "They? Who's they?" He asked.

Reed was silent, considering why the information was kept from the billionaire. "If you don't know, then why did you agree to this?"

"We might not get along that well, but you are still one of the greatest scientific minds in history, and I'd be an idiot not to grab the chance to work with you."

Mister Fantastic nodded his head, as he took a deep sigh. "Fury hired me."

Tony's eyes widened in surprise. "Fury? Why did SHIELD hire you?"

"They needed this technology," Reed stated, completely engaged with the man now. "I don't know why, they wouldn't say, but I have a theory, and if its true, we need to keep working."

Tony looked at him, considering this for a moment. He definitely wasn't happy, but he wasn't about to put the safety of the world to the side because of a petty feud. "Fine, but Fury is going to hear about this," he agreed, as the two went back to work.

What was SHIELD doing? Was there something that the Avengers should know about? Either way, Tony didn't have a good feeling about this.

* * *

"You're an idiot."

Peter was back at Avenger's Tower, back in his civilian clothes as he looked at the holes on his costume, putting his hand right through. Black Widow had come down to the billboard, took him down, and started to give him the coldest sass that he had ever received. He was currently sitting on the couch, as she stood over him, arms crossed.

"Yes, I'm an idiot, I know, you've said it four hundred times," Peter said, a bit bummed out.

"Well, I'm going to keep saying it until it isn't true anymore," Natasha stated.

"So, forever?"

"Looks like it."

"Oy vey," Peter muttered, as he put the costume down on the coffee table in front of him.

"So, who was the enhanced?" Natasha asked, as she held one of the feathers that Vulture threw, inspecting it. Just her super spy training in action.

"Man named Adrian Toomes," Peter told her. "Or as I like to call him, the Vulture."

Natasha gave him an emotionless stare. Peter really hated it when the two were alone. He got the feeling that she didn't fully trust him yet, and she often shut herself off when it was just him and her in a room. He silently prayed for Clint to come back and make everything fun again. Or Steve. Or Tony. Or Kingpin.

"Another one. This time with a vendetta against Osborn," she observed, as she placed the feather back down on the table. "Any idea what the connection is there?"

"Why do I feel like I'm being interrogated?" Peter asked. "You do know we're on the same side, right?"

"Answer the question," she said, impatient. "Osborn's your best friend's dad."

Peter looked sullen for a second. "Former best friend."

Natasha paused for a second, still not showing emotion, as the gears grinded inside her head. "Right..." she quietly said, as she walked towards the bar in the room. She opened up the fridge connected to the wall, grabbing herself a water. Before she closed it, she silently looked at it for a solid moment, thinking. Finally, she turned her head towards the brunette on the couch. "Would you like anything?" She asked, emotionless.

Peter perked up, a bit surprised by the gesture. "Uh, sure. Um, a root beer, please."

She nodded, grabbing a can of the soda, and tossing it to the teenager, who grabbed it. "You really do like that stuff."

"Eh, sue me," he joked, as he opened it up, and took a sip. "So, does this make us best friends now?" He sarcastically asked, earning a small smirk from the red headed Avenger, who walked back over to him. She took a seat on the couch next to him, as he looked wearily at her.

"I know I don't show it," she said. "But I actually do like you. A smart, brave kid. A little annoying, but so is Clint. It just takes a while for me to trust someone. I hope you realize that."

Peter thought about it, and understood it. She was a former assassin. Espionage didn't exactly leave a lot of room for trust, and from what he's heard, no one was as deep in the world of spying as the Black Widow.

"I get it," he told her. "It just feels weird, is all."

She nodded, as she was deep in thought. She then turned towards Peter. "So, how did it go with Gwen?"

Peter just about spat out his root beer. "How did you know about-?"

"Stark was so proud of you," she said, a playful smirk on her face. "His little protégé all grown up."

"Ugh, remind me to kill him later," Peter said.

"I'll help. I know how to make a body disappear."

"Again with the scary jokes. You should do stand up, you'd kill. Probably literally," Peter quipped, as he put his root beer down, slightly uncomfortable.

Natasha rolled her eyes, amused at watching the teenager squirm. "So, what are you planning to do for the dance?"

Peter rubbed the back of his head. "I, uh, didn't really plan that far ahead yet."

Natasha looked at him, with a furrowed brow. "You didn't think about it?"

"I don't usually get this far with a girl!" He defended. "They usually say no!"

"Who else have you asked out?" Natasha asked, slightly amused.

"Uh, Liz Allen, that one time. I'm pretty sure she would of said yes if it didn't screw up her popularity."

"Pfft," Natasha said, taking a sip of her water. "Vanity. What a stupid concept."

"...uh huh..." Peter agreed, not quite knowing what to say about that.

"Well, you must have some idea of what you're going to do," Romanoff stated.

"I guess I'd just meet her there, dance with her a little, and then that'd be it."

Peter actually felt pretty confident in his answer, until he looked at the Black Widow, who gave him probably the most serious glare he had ever seen. If looks could kill, he'd be evaporated.

"This is your first date with a girl that really seems to like you, and you're just going to half-ass it?" She asked, ice dripping from her voice.

"Uh, well, I mean..." Peter stammered, scared.

"You don't know anything about women, do you?" She asked.

"Outside of what I learned in Health class, no," he admitted. In response, Natasha grabbed him by the ear, pinching the lobe hard. "Ow ow ow! What're you doing!?" He asked, in pain.

"You're coming with me," she said, as she dragged him off the couch, ear still firmly in her grasp. "I'm going to teach you how to treat a woman right, because what you've just said, is unacceptable."

"Please don't kill me," he whispered.

"If you mess this up, you'll wish you were dead," she calmly stated, as the duo made their way out of Stark Tower, with Peter scared out of his ever loving mind.


	28. Chapter 28: Spider Bonding

**A/N: I would like to thank everyone for helping this story reach 100 reviews. I appreciate every single one. I like constructive criticism, but if you are going to give me some, please try to give me tips. I'm not saying I'm going to follow them, but I will definitely consider them.**

 **I would also like to point something out. A reviewer stated that they weren't a fan of Gwen Stacy anymore, because of the fact that she cheated on Peter with Norman Osborn in the 'Original Sin' storyline in the comics. As a giant fan of Spider-Man and comics in general, I think I speak for everyone when I say that whoever made that story deserves to be punched in the face, and that we will never acknowledge it in the canon again. I don't like giving away future details for this story, but I will say this. That storyline will NEVER happen here. It was terrible.**

 **So let's just like this Gwen for who she is at the moment: A teenage girl who is Peter's best friend/love interest who will never get pregnant with Norman Osborn's babies. Ugh...**

* * *

"Breaking News: Police are now on the look out for a man in a flight suit, after an assault on Oscrop owner and CEO, Norman Osborn. According to Osborn, the suspect is at least 60, and wearing a suit that's similar to a vulture. We will update this story as it unfolds."

Toomes shook his head. "Of course," he muttered to himself, as he wandered around his dockyard safehouse, listening to the radio. "Can't even give me the satisfaction of saying my name, can you?"

That blasted Spider-Man. He had to interfere, he had to ruin his opportunity to kill that blasted egomaniacal simpleton. Now that Norman is ready for him, there's no doubt he's already upped his security. He can't go with the straight forward approach anymore. He would have to come up with something else. Something smarter, less brash. But this suit, it gives him power. At 63 years old, he is stronger than the average man, able to move at speeds unconceivable to others. He could finally do what his mind was always capable of.

Osborn's day of reckoning will come. It's merely been postponed.

* * *

"This is super weird."

"Shut up."

"Come on, admit this is weird."

Peter was walking around the streets of New York, wearing his grey hoodie and jeans, alongside the Black Widow, Natasha Romanoff. It was more than strange to see Natasha in her civilian clothes, and not in her bodysuit that she usually wears. She had on a black shirt with a tan jacket over it, and a pair of jeans. The outfit showed off her natural beauty, but also helped her blend in with the regular people around her.

"Fine," the former assassin sighed. "It's a bit different."

"Nope. Weird," Peter simply stated, as he looked around. Here he was, walking around town, which was strange enough since he usually used his webs to get around, next to the least friendly but most attractive Avenger, and no one was batting an eye. They didn't realize it, of course, but come on!

"Here's how this is going to work," she told him, sternly. "I'm going to teach you the ropes on how to act towards women. If you tell anyone about this, there's a good chance that you'll die of mysterious causes."

"Mysterious?" Peter asked incredulously.

"People usually call me mysterious," she said, looking at him. "Anyway, you'll do what I say, you won't give me too much grief, and you'll become a gentlemen."

"Hey, I'm a gentlemen," Peter told her. "I hold doors open for people, I use 'please' and 'thank you'."

"That's just good manners," she stated. "Which is good, but not the same. Now, we're going to pretend we're on a date."

Peter opened his mouth.

"Shut up."

Peter closed his mouth.

"Good boy," she smirked. "Now, we're going to go out for dinner. Where would you take me?"

"Uh, well, there's a good hot dog stand around the corner," he said, the entire situation feeling surreal.

"Wrong," she bluntly told him.

Peter groaned. "I can't take her out to a fancy restaurant. I'm economically challenged."

"I'm not saying that," she stated. "You use what you have to the best of your advantage, in regular life and hero life. You don't have a lot of money, right? Then find a cheap diner."

"What's wrong with hot dogs?" He asked.

"It's fine if you're trying to get something to eat while on the move," she explained. "But if you want to be more personal, you sit down somewhere."

The two walked up to an outdoor café, and sat down, waiting for a waiter. It wasn't really busy, but seemed nice enough. "How do you know so much about dating?" He asked, curious.

"Why are you surprised?" She questioned, not showing any sign of emotion. "I've been on plenty of dates."

"Yeah? How many that weren't part of some top secret mission?"

Widow paused. "Not too many..." she admitted. "Doesn't mean I don't have the experience."

Peter looked at in with skepticism. "Uh huh. Dates with Hawkeye don't count," Peter told her.

She raised an eyebrow. "We never dated," she said.

"Wait, really?" Peter was surprised. "You two act, like, so close though."

"We're good friends, but that's it. We met a long time ago. SHIELD found out about me and sent Clint to terminate me. He decided against it."

"I'm sure Fury was happy about that," Peter sarcastically stated.

"He had me under close surveillance for an entire month. Then he had Barton watch me like a-" She cut herself off, realizing what she was about to say.

"Say it," Peter said.

"No."

"Saaaay it."

She took a deep sigh. "...like a hawk."

"Ha!"

"Don't make me kill you," she told him.

"But really, nothing happened there?" He asked, still not being able to wrap his head around this.

"No, not with him," she told him. After a second, she looked at Peter, and realized that she slipped up.

"Then with who?" He asked, noticing the expression on her face.

The Avenger set her jaw, not wanting to talk about this. At all. "Forget it," she ordered.

"Natasha-"

"Parker," she warned, dangerously. "Forget it."

Peter went silent, as the two stared at each other. The look in Natasha's eyes almost dared him to speak about it, but Peter figured that for once, she'd follow through with her death threat against him. More than anything though, he could see the slight hint of pain on her face, an emotion that she has been more than able to cover up in the past.

So, the teenager dropped it, knowing he'd get nowhere. A waiter finally came up to the table, ready to ask what they wanted to eat.

"I'll have the soup," Natasha told him, before the waiter could even ask. "Whatever the specialty is today."

"Uh, same, thank you," Peter added, trying not to be rude. The waiter looked at the two for a second, not quite sure how to react, before he just walked off to deliver the order.

"Tell me about yourself, Parker," Natasha suddenly says, blind sighting the teenager.

"What?" He asked, confused.

"You need to be a good conversationalist on a date," she said, matter-of-factly. "This is training. Now, tell me about yourself."

"Well, I like long walks on the beach, webs, and Peanut Butter. Huge fan of Peanut Butter. Huge."

"Why did you become Spider-Man?" She asked.

Peter went quiet, as he looked around, to see that no one was listening. Of course, Black Widow already knew. "What is this, exactly?" He said, suddenly feeling entirely uncomfortable.

"A conversation," she said, her eyes piercing through him.

"I just got bit by a spider. I'm assuming you got bit by a black widow?"

"Nothing survives a bite from a black widow," she stated, obviously alluding to herself. "So, you got your powers from the bite."

"You already know all of this," he said, feeling defensive.

"I want to hear it from you," she said, studying him. Peter felt like prey to her. That he was just being toyed with. And he had no idea why she would put him in this situation, or make him feel like this, because she definitely knew what she was doing.

"I got my powers, and I used them," Peter bluntly said.

"Oh no," Natasha wasn't buying it. "There was more to it then that."

"Dammit Natasha-"

"Aren't you a little young to be swearing?"

"There are seven year olds that drop F bombs like they're hot, I think I can swear a bit. Especially when a super secret agent is interrogating me like a crook."

"I'm not...that's not what's happening here," She said, trying to sound gentle, and failing at it.

"Then what is it?" He questioned. "Because I feel like I'm being attacked right now."

Natasha just went quiet, trying to find the right words. Slowly, she leaned forward slightly, looking at the table, before she made eye contact with the brunette again. "I'm trying to find a reason to trust you."

Her words hit Peter unexpectedly, and suddenly it all made sense. Out of all the Avengers, she was the only one that didn't feel comfortable around Peter. She wanted to rectify that. At least, that's what he thinks is going on. He is terrible when it comes to women, after all.

"Peter?" She asked, a bit concerned that she made the boy block himself off.

"After I got the powers, I...I figured I could make some money off of it. So, I made this really bad costume, and I...wrestled."

Natasha looked at him in curiosity. "What?" She doesn't remember anything about that in Parker's file.

"I know, I know. Pro wrestling. It seemed like an easy way to make money, and it was. But I didn't get the amount I was suppose to from the booker. I was mad at the guy, and I stormed out. A few seconds later, this other guy runs out, and the booker came out, and said that he just got robbed. By the guy. I told him it wasn't my problem, and I left."

Natasha was stunned. She had never seen Peter act self-centered, and it was shocking to hear him be as forward with an act of selfishness as he was.

"The guy, though, he..." Peter frowned, trying to keep his composure. "He shot my Uncle Ben. Stole his car and shot him, and, and he would still be alive if I did something. With great power must also come great responsibility. And that's why I'm Spider-Man."

Natasha just stared at him with wide eyes, not expecting that kind of a response. "Parker..." she trailed off.

"Yes?" He asked.

"You just earned my trust. And maybe even my respect."

"It's cause we're both spiders, isn't it?"

"Ok, never mind, just my trust."

"Dang. So close."

* * *

Harlem was never an especially nice place. It may be sad, but it's true. Due to gang fights, drug wars, and gun violence, the entire section of New York was a hell hole. But that only made it more appealable to a certain gangster.

Tombstone was currently inside a hidden bar, secret to all but the underground crime circuit, with boarded up windows, an old pool table, and bar stools that had more splinters than they probably should. It's been a few weeks since he suddenly found himself out of work, and he's been laying low ever since. After all, he doesn't want to end up as some poor stiff that'd get thrown in the river. Even though, quite frankly, it'd be fun to see someone try.

He quietly drank his beer, as he sat at a table in the corner, trying to keep out of people's sight. It wasn't working, however, as people just couldn't help but notice the monster of a man, with pale white skin, and steel like muscles. Tombstone grinded his razor sharp teeth together. He hated it when people stared. It made him angry. So what if he looked weird, he was more man than any of these jerks put together. If his friend didn't get there soon, he was gonna turn this bar into a crime scene.

"Tombstone," a man with a thick New York accent greeted, making the pale man turn to his side. He gave a smirk, as he saw the owner of the bar, a suited man, with a large, square head.

"Hammerhead," Tombstone said fondly, as the gangster sat across from him.

"What do I owe the pleasure of youse coming here?" Hammerhead asked, as he folded his hands over each other. The enforcer wasn't too fond of most people, but he always felt a certain kinship with Tombstone. Both were muscle, both had more brains than people realized, and both were freaks. They bonded.

"I'm afraid I'm here for business," Tombstone stated, leaning forward slightly, as he took another gulp of his liquor.

"Ugh," Hammerhead groaned. "I was hoping this would be a break from work. We neva' hang around anymores. Plus, Cage and his pal keep causin' trouble for my boys, and-"

"Silvermane's dead," Tombstone told him, making the large headed man freeze in his seat.

"I'm sorry..." he quietly said. "He was one of the originals. A good man in this line of work, if there eva' was one. Tried to take over, didn't try ta hurt anyone if he didn't have ta."

"And he was a damn fine boss," Tombstone stated, earning a nod of agreement from Hammerhead. "Fisk took him out. Took over his territory, and is coming for yours next."

Hammerhead looked at him with a stoic expression on his face. "Why are you coming to me then? Seems like you'd want ta stay away from me."

"I'm safer with you than without you," Tombstone admitted. "I'm all alone now. But with you-"

"You want a partnership?" Hammerhead asked.

Tombstone looked right in his eyes, his steely expression hardening. "I want a person I can count on."

Hammerhead nodded, not wanting to throw his friend out to the cold. "What do we do to keep Fisk off us?"

"We show that he ain't as powerful as people think his is. That you could get to him. I think we call up the girl."

Hammerhead raised an eyebrow. "The girl? You sure?"

Tombstone gave a shark-like smirk. "Positive."

* * *

"Ok, seriously? This is a bit much."

Peter was struggling immensely at the moment, as he tried to balance at least seven boxes on top of each other. As part of his date training, Black Widow decided to go on a shopping spree, for things she honestly didn't need or really want, and make Peter hold everything.

"Why are you complaining?" She asked, not looking at him as the two made their way down the sidewalk. "You have super strength and can stick to anything."

"I'm not a professional box balancer!" Peter exclaimed, as he tried his best to avoid bumping into the people around him. "Why are we doing this?"

"Girls take their boyfriends shopping," she simply stated, as she pulled out a pair of sunglasses and put them on. It was a bit bright for her.

"I'm not her boyfriend! I'm taking her out to a dance!"

"But you want to be her boyfriend, don't you?"

"Well, yeah, but-" Peter cut himself off when his spider sense started tingling slightly. "What? Whoa!" He cried, as he tripped over something, making him fall to the hard concrete and drop all the boxes on the ground, some of them opening up and having the contents spill out. He looked up, to see an irate Natasha, staring at something behind him. He looked back, and let out a large sigh.

He saw the form of Flash Thompson, with his foot sticking out. "Puny Parker!" Flash obnoxiously roared. "What's up with you!? I can't remember the last time I've seen you out of school."

"Hello, Flash," Peter said, annoyed, as he got back to his feet, his knees sore from the impact of the ground. He doubts Flash has the brain capacity to remember much, least of all the last time they hung out as friends.

The football star looked at Natasha, sizing her up with his eyes. "Who's the babe, Parker?"

Natasha stomped over towards the bully, and quickly grabbed his arm, twisting it at an unnatural angle and making the blonde bully start yelping in pain. "I am not a babe."

"Ah! Ah! Easy!" He begged.

"You know, if I pull your arm back just a little bit more, I could break it right off," she emotionlessly stated, as a few people around them were giving them concerned looks.

"Uh, Nat," Peter started, tapping her on the shoulder.

"Please don't hurt me!" Flash was practically at the point of tears by now.

"Say you're sorry to Peter," she ordered.

"I'm-I'm sorry Parker-"

 _"Peter."_

"I'm sorry Peter! Please get her off!" He sniveled, his nose running as his arm stayed bent.

"Nat!" Peter said, as she looked at the teenager with an intrigued look.

"Isn't this your bully?" She asked.

"I don't know if he's _my_ bully. I think he's just _a_ bully. But come on, let him go."

She sighed. "Fine," she said, releasing him. He started rubbing his arm, as he sniffed back tears. He looked at the red headed woman, with fear in his eyes. She stared right back. "I suggest you lay off Peter. And if I ever see you again, I'm ripping off your legs and shoving them down your throat. Got it?"

Flash whimpered slightly. "Yes ma'am! I'm sorry ma'am!"

Peter was shocked. He had never seen Flash in this state before. The brash, overconfident pig that he was used to dealing with was replaced by a child that was afraid of the world around him. All because he called Black Widow a babe.

Which she was, but Peter would never say it out loud. Look what happened to Flash.

"Come on," she told Peter, who gave Flash one last look before following her.

"Are we going to pick your stuff back up?" He asked, as the two left the scene, people still watching them before they turned a corner.

"Don't need it."

Peter's mouth came agape. "That was like, 700 dollars!" He told her.

"It's charged to Stark," she explained. "700 to him is a penny to you."

"You underestimate how much I love pennies," Peter joked. "Seriously though, Flash is probably going to beat me up twice as hard now."

"Just don't blow your cover," she advised. "Other than that, do what you want."

"Your concern is greatly appreciated," he said, in the most insincere tone he could muster.

"We're going to pick up some flowers and chocolate," she informed him.

"Why?"

"Girls love flowers and chocolate," she explained.

"Not all of them."

" _I_ love flowers and chocolate."

"I stand corrected."

The two continued about their day, both happy with themselves for forming a new bond.


	29. Chapter 29: Relationship Troubles

"Ugh, finally."

It was late at night, as Iron Man was finally done working at the Baxter Building for the day. He flew as fast as he could to Stark Tower, glowing among the New York cityscape. He practically crashed on his balcony's landing pad, dead tired, as various arms and claws popped out of it. As the billionaire was walking inside, the arms stripped him of his armor, leaving him in nothing but a Nirvana t-shirt and sweats.

"JARVIS!" He called. "I'm home!"

 _"Welcome back, sir,"_ the AI responded. _"I trust you had a wonderful evening with the Fantastic Four?"_

"I had a great evening with three fourths of them. The other quarter, not so much," Tony stated, as he walked over to the bar, considering his various bottles of liquor.

 _"You always enjoyed your fractions, sir,"_ JARVIS dryly commented.

"Only recently," Tony stated, as he picked a bottle, and poured himself a glass. "I think it's an age thing. So, did I miss anything?"

 _"Miss Romanoff and Mister Parker came in earlier,"_ he informed him. _"They didn't stay for too long though, as Miss Romanoff dragged Mister Parker out of the tower."_

Tony was puzzled. "She dragged him out?" He asked, as he sat down on his couch, leaning back, drink in hand.

 _"By the ear, sir."_

"Well, I'm going to assume that she didn't take him out back and shoot him. That's what I'm going to assume," he murmured to himself, as he took a sip of his...scotch, apparently he grabbed scotch. He thought it was whiskey. Oh well. "Anything else?"

 _"You have a call from Miss Potts."_

Tony stiffened, as he suddenly felt very uncomfortable. "Tell her I'm busy."

 _"I'm afraid she's insisting, sir."_

"So am I. Tell her I'm busy!" He ordered, firmly.

The AI went quiet for a moment, before chirping up again. _"Sir, you do know I have nothing but your best interests at heart, correct?"_

"JARVIS..." Tony warned.

Suddenly, the large screen TV in front of him turns on, to show an image of his girlfriend's beautiful face. Tony quickly sat up straight at sight of Pepper, as he cleared his throat, silently cursing his usually faithful AI butler. "Hi, honey," he greeted, with forced enthusiasm.

"I want to come home," she stated simply, her arms crossed, and her lips pressed tightly against each other in a deep frown.

Tony's fake happiness immediately disappeared, as he took a big gulp of his liquor. "Baby-"

"Don't 'baby' me," she told him, fed up.

"Pepper...it's not safe-"

"This again!?" She exclaimed. "It's never been safe with you! You've gotten kidnapped by terrorists, you've had multiple attempts at your life, and you've even had our house blown up! What makes this any different than that?"

"Pepper, I don't want to do this," he said, wearily, as he stood up from the couch.

"Well we're going to do it!" Pepper told him. "We are going to have this talk, and you are going to tell me why you don't want me around."

"I don't want to-"

"Why don't you-"

"Pepper-"

"Just tell me-"

"Because I can't lose you!" He exploded, hushing her. "I hate that it took me this long, but I grew up, ok? I realized what this life does. It puts people in danger. And it isn't like when this all started, no no, things are getting more intense now. People are coming for me that have the power to end the world if they really tried. And these people are nearby, at all times. It took having the kid around to realize that."

"Peter? What does this have to do with-"

"He fights a different bad guy every other week. And you should see these guys. People that can shoot lightning out of their hands, people who can destroy anything they see, people who could go toe to toe with the Hulk. The Hulk. The big green guy who can smash the entire city if he had a bad day? This kid fights guys who can go ten rounds with him. And they're only getting more powerful by the day."

"What's your point?" She asked, tired of Tony's blabbering.

"These are the same types of people who are coming for me," Tony said. "I know you don't see it, but I can feel it, and I know it. Peter has a secret identity. He doesn't have to worry about his loved ones getting attacked by Scorpion people. For half of his day, he's safe. I don't have that half."

Pepper stared silently at him. "I don't want you to push me away."

"I don't want you to get hurt," Tony admitted.

"Tony...one last chance...let me come home..."

Tony's jaw locked, as he stared straight at the screen. A million thoughts went through his head, as he knew that he was on the edge of no return. He closed his eyes in turmoil, before he opened them back up.

"Tony-"

"No," Stark decided, going quiet for a moment. "No..."

Pepper looked down, as the billionaire could see tears going down her face. "Then I guess it's over," she said, hurt.

"I guess it is," Tony stated, trying his best to remain firm and authoritative, but knew it was pointless.

"Goodbye, Tony," Pepper said, wiping her face. "I hope you know what you're doing."

The transmission was cut, making the screen turn blank, and leaving the billionaire alone. He chugged down the rest of his glass, as he looked to the floor, contemplating. He couldn't picture his life without Pepper, and now...now he would have to live it.

"Tony?"

The billionaire turned around, to see his best friend in the whole world, Rhodey, staring at him with a look of complete sorrow.

Tony wiped his goatee, his facial hair wet with liquor. "What are you doing here?"

The former air force pilot frowned. "I came by to hang out, but..."

"How long have you been standing there?" Tony almost demanded.

James just looked at him. "I'm so sorry, Tony."

Stark looked at his best friend in the eyes, and just broke down. He started crying, not being able to take it, as Rhodey came up to him, and patted his back, trying to comfort him as his world fell apart.

* * *

A few days later, Peter was sitting in his history class, his head resting on his arm, as he thought about literally everything other than history. The dance was tonight, and Peter was getting the jitters thinking about it.

Jitters? That's an old word. Steve was rubbing off on him. Maybe he could steal some of the American Icon's public admiration for Spider-Man.

Anyway, back to his current anxiety. Gwen seemed to really be looking forward to this. Every time they talked since he asked her to the dance, she had the largest smile on her face. He's pretty sure she told MJ something about it too, because every time they see each other, she gave him a knowing look.

Peter sighed at the thought of Mary Jane. Harry apparently told her not to talk to him, and while she let him know in no uncertain terms that she would talk to whoever the hell she wanted, she didn't want to hang around Peter too often. She knew he understood, which he did, and she knew that Harry needed something to hold on to, but Peter was just bummed about the situation in general.

Peter pushed that to the side, as he tried to figure everything out in his head. He was going to go home, put on his suit, take some pictures with Aunt May because of course, go to the store, pick up some flowers and chocolate, meet her at the dance, dance with her at the dance, and then 'smoothly' suggest that they get a bite to eat. They go to a diner, eat something, Peter will stick to the soup for he has enough to pay for the meal, and presto, happily ever after.

Assuming that nothing goes wrong. Which, because of the Parker Luck, will mean that everything will go wrong. Oh well, maybe he'll be pleasantly surprised.

That's it Parker. Be hopeful. That's never blown up in your face before.

* * *

Toomes smiled to himself, as he thought of how to go about this. He had finally found his opportunity. After the first failed attempt, Norman has locked himself away in his tower, not coming out. But Adrian had a plan.

He saw his opportunity. He saw it tonight. He was going to be more than happy to take advantage of it. He prepared himself with a few more upgrades, a few more toys to use.

No one will be able to stop him. Not Osborn, not the police, and least of all, not Spider-Man.


	30. Chapter 30: Dance Night

"Oh Peter, you look so handsome!"

Peter rubbed the back of his neck, as he stood in his house's living room, wearing his suit, while his Aunt May fixed his collar. The suit Peter was wearing was an old suit his Uncle Ben used to have. He never wore it, due to the tears in some of the seams, but when Peter needed something formal to wear, Aunt May dug it out of his old closet, and sewed the holes together.

Peter was completely nervous. "Uh, thanks Aunt May," he said, awkwardly, not quite used to wearing something so fancy. He felt like he was being choked by the collar, but just assumed that's how all suits were.

"Peter, stop fidgeting," his aunt told him.

"I'm not fidgeting," Peter said, shaking slightly.

"Honey, you're fidgeting," May gently told him, as she finished fixing his old blue tie. "Dear, everything will be fine."

"Are you sure?" He asked, as he studied the tie. "What if I mess up? I don't have any date experience. Is this tie right?"

"The tie's fine," May reassured him.

"I have a red one."

"It's fine," May said, as she put a loving hand on his shoulder. "Gwen has been your friend for years. She likes you, Peter. You'll been fine. Just relax, and have a fun night, ok?"

Peter gave her a sweet smile. "Ok, Aunt May," he said, slightly calmer as he got a kiss on the cheek from his loving guardian.

"Now get going dearie," she said. "You don't want to be late!"

Peter nodded, as his aunt started pushing him out of the house. "Ok!" He laughed slightly. "I'm going! I don't think you've ever been so excited to see me leave the house before!"

Aunt May simply laughed, as she got him out of the house, closing the front door behind him. Peter, with new found confidence, stepped off of the front porch of his house, and walked towards the sidewalk.

After walking down a block however, a black car suddenly rolled up in front of him, the window rolling down, to show Clint Barton, a stoic look on his face. "Get in," he ordered.

"Clint?" Peter said, looking around to make sure his neighbors didn't see him. "What are you-?"

"Kid, when I say get in the car, you get in the car," The archer said, dead serious.

Peter, not liking the tone in Clint's voice, got into the passenger seat of the car. Before Peter could even put his seatbelt on, Clint sped off as fast as he could. "Any chance we could hurry with whatever this is?" Peter asked. "I have a date tonight."

"I know," Hawkeye stated. "Don't worry, this won't take long."

"Since I got into a strange car, can I have some candy?" Peter asked. "Or a puppy?"

Clint gave him a little look, before scoffing, a grin on his face. "You're a weird kid," he stated.

"Says the man with the bow and arrow," Peter retorted, the car accelerating down the road, quickly closing in on its destination.

* * *

"Director Fury, I just need to know the specifics."

Reed Richards was in his underground laboratory, looking at the small computer monitor in front of him. On the screen was Nick Fury himself, with the same unamused scowl on his face as usual. "You know everything you need to know, doctor," Fury told him.

Reed shook his head. "No, if you told me the exact nature of what you're using this for, I should be able to amplify the power of the device ten fold. But to do that, I need to know what you're doing with it."

Fury shook his head. "Richards, you and Stark are two of the greatest minds today. Whatever you give us will be more than enough."

"Why did you choose me?" Reed asked, as he connected something in his mind.

"Didn't you just hear-"

"If you're just looking for something that gets the job done, then you would of gone straight to Tony, straight to the Avengers. Why did you need me?"

"Because we did," Fury stated, with a tone in his voice telling him to drop it.

Reed did not. "You needed my expertise above all else. Why?"

"Richards-"

"What is Victor doing?" Reed pieced together.

Fury went silent, his face hard. After a moment, he sighed. "We don't know. That's why we needed your device, to tap into his communications."

"Because I'm more familiar with his advanced technology," Reed stated, "meaning by default, I would make ways to counteract it."

"That's right."

"Sir, you know the Fantastic Four are more than willing to-"

"I'm afraid it isn't that simple," Fury said. "There are procedures that have to be taken. Bylaws we have to avoid. He hasn't attacked us yet, so we can't do much." Fury then frowned into an even more serious expression. "But he's up to something. And we need to figure out what."

Reed nodded. "I'll get back to work then."

"Please do," Fury politely asked, before the transmission ended.

With the stakes being slightly more clear, Reed started tinkering on the device once more, not willing to let his arch-enemy complete whatever he was planning. If he did, that could spell disaster on the world.

* * *

"Clint, what is going on!?"

Peter was starting to get frustrated with the archer, as the two walked into Stark Tower, with the teenager following the experienced SHIELD agent close behind.

"You'll find out in a second," Hawkeye told him.

"You said that a second ago," Peter quipped.

"And the second before that. And the second before that. And, oh yeah, the second before THAT. Just shut up and follow me," Clint said, as the two maneuvered through the many halls of the tower.

"Can I blab and follow?" Peter joked, as Clint rolled his eyes.

"Tell me, how didn't Natasha kill you yet?" Clint asked, a small grin on his face.

"I think she likes the fact that I can beat you at video games," Peter stated.

"Hey!" Clint said, offended. "You cheat all the time at Mario Kart!"

"Using the items isn't considered cheating."

"It is to me," Clint said, as the two got to the door to the living area. "Anyway, close your eyes."

"Uh, what?" Peter asked.

"Close your eyes! Jeez, can't you just do what I ask the first time? I hate repeating myself."

"I'm sorry, I wasn't listening, could you repeat that?" The brunette asked.

"Peter!" Clint exclaimed, annoyed.

"Fine, fine..." Peter closed his eyes, as he heard the door swish open in front of him. He felt Hawkeye grab him by the wrist, and lead him into the room.

"Alright," Clint told him. "Open them."

Peter opened his eyes, to see a large bouquet of multiple colored flowers, and a heart-shaped box of chocolates, sitting on the table. Peter turned around, to see Clint smiling, as he was joined by Steve and Natasha, both of which seemed pretty happy.

Peter blinked. "Guys, did you-?"

"Buy the nicest flowers and chocolates possible for you to give to Gwen?" Natasha asked. "Yes. Yes we did."

"We thought you'd appreciate it," Steve said, with a wholesome smile.

Peter couldn't believe it. "Guys, this is so nice," he said, as he studied the gifts. They were high quality, he could tell.

"Hey, least we could do," Clint said, as he drank a can of cola.

Peter smiled broadly. "Is this the only reason you dragged me here, or...?"

"Natasha?" Steve asked.

"Right here," she said with a smile, as she held what looked like a camera.

Peter couldn't believe his eyes. "Black Widow, spy extraordinaire, wants to take pictures?"

The redhead rolled her eyes. "Don't make me laugh."

Clint just stared at his best friend with an amused look. "Seriously? So that was someone else who threw me into the car and made me pick Peter up for some pics for a scrapbook?"

Natasha gave him a glare. "I didn't say anything about a scrapbook. That was Steve."

"I thought it would be nice," Steve admitted, not ashamed in the slightest.

Clint gave a knowing look to Natasha. "Right..."

"Ugh, Parker, come here and take a picture with me, before I smash this camera over Bird Brain's head."

"Uh, sure, whatever you say," Peter said, as he stood right next to Natasha, as they both put small smiles on their faces. Natasha pointed the camera at themselves, taking the picture. She turned the camera back around, to see how the picture came out.

"Not bad," she said. "Steve, Clint, it's your turn."

Steve smiled at the assassin, not used to seeing her act as fondly towards someone as she was with the teenager. Clint, only seeing her react like this to her closest allies, obliged her, as the two heroes posed next to Peter, one on each side. Natasha quickly snapped the picture, and happy with it, placed the camera next to the gifts.

"Are we done now?" Peter asked, impatient.

Clint laughed. "Man, teenagers," he mused.

Steve nodded in agreement. "Kids these days, they never enjoy the simple things."

Peter rolled his eyes. "One, you did NOT just go all 'back in my day' on me. Two, I just really want to get to Gwen, before-"

The conversation came to an abrupt end, as a door slid open. The heroes turned, to see Tony Stark, in a plain white t-shirt with what appeared to be oil stains on it, and boxer shorts. His hair was disheveled, and he had bags under his eyes. He had a half empty glass of brown liquor in his hand.

"Jeez..." Peter said. "What the heck happened to you?" He said, as he noticed the rest of the Avengers had frowns on their faces. Clint and Natasha had stone like expressions, while Steve had a look of concern.

"Nothing much," Tony said, taking a sip of his drink. "Just haven't had as much sleep as usual. You know, busy working on that project with Richards."

Peter didn't like the way the billionaire looked. He had never seen the man in such a state, and was genuinely worried. "Maybe you should take a break?"

"Breaks are boring," he stated, as he looked at the flowers and chocolates on the counter. He then looked at Steve. "So, you guys actually got the stuff? Did you charge it to my card?"

"No," Steve said. "Natasha was the one who bought it."

"Ah," Tony understood, looking at the assassin. "And since when did you start being a love guru?"

Natasha gave him a light glare. "The same time you became an alcoholic."

"So, 15?"

Tony then grabbed the camera, wrapped his arm around Peter, and snapped a picture. "There, now you got the complete set," he stated, as he threw the camera up in the air, making Peter react and catch it. Peter couldn't help but notice the smell of stale scotch on his mentor.

"Stark, where have you been?" Barton asked. "We haven't seen you for a few days."

"Did anyone think to look for me in the lab?" He asked, raising an eyebrow. "Cause I was in the lab."

The billionaire walked by Steve, who wrinkled his nose, smelling the same scent that Peter had detected. "How many drinks have you had today, Stark?"

Tony held the bottle up to the American icon's blue eyes. "This is only my second one...since five. I'm not drunk, if that's what you're asking."

"That's not what he asked," Natasha stated. "That's what I was thinking, but it's not what he asked."

"Whatever," Tony then looked Peter up and down, noticing the suit. "Kid, how old are those threads?"

"Uh, I don't know, my aunt-"

"Ugh, seriously, it hurts to look at that," Tony said, brash. "JARVIS?"

 _"Yes, sir?"_ The AI chirped. _"Would you like another martini?"_

"Maybe later. Send Blinky down here with a suit."

 _"As you wish."_

"Uh, I'd rather keep this one," Peter awkwardly stated, not sure what to do in this situation.

"Don't be silly," Tony told him, as Blinky, the small robot, flew in, a freshly pressed suit hanging in-between its appendages. Tony then yanked it from the robot, who blinked in response, before floating away. Stark then stuck the suit out towards Peter, inviting him to take it.

"Seriously, I'll just stick with this," Peter said.

"Kid, come on, it's Italian. If you don't like it, I also have a Wakandan one," Tony said.

"Wakanda makes suits?" Steve asked.

"Yeah. High quality. I'll order you one," Tony quickly said, before gesturing towards Peter to take the suit. "Come on, Gwen will love you in this."

"I appreciate it Tony, but-"

"You don't like the suit?" Tony asked, frowning as he studied the suit in his hands.

"No, it's not that, it's just...this was my Uncle's and he never got to see me do something like this, so..."

"Oh," Tony quietly said, as he lowered his arm. Tony looked at the young boy with an unreadable expression. Some emotion danced in his eyes, but Peter wasn't able to figure out what it was. The billionaire almost seemed hurt, as he looked away for a second, melancholy.

"I'm sorry, but-"

"No, no, it's ok. I get it. Well, not really. I never really had loving guardians like you do. Dad was kind of an ass." He then cocked a thumb towards Captain America. "Talked more about Spangles over here than anything else. Including how he was going to bond with me. So, if you really want to wear that ugly suit, who am I to stop you?"

"Stark..." Natasha almost growled, not appreciating the comments being made about Peter's apparel. She had a feeling the boy wouldn't react well to the harsh words.

"This suit is still yours, by the way," Tony said, ignoring Romanoff. "Blinky!" He called.

The tiny robot floated back, and picked up the suit with its tiny claws. It blinked happily at Peter, before going away.

"Uh, thanks," Peter said.

"Yeah, don't mention it," Tony grumbled, taking a drink of his bourbon, a distant stare on his face. He then spun on his heel, and started to make his way to the door. "Have fun at the dance. Be safe, don't do drugs, stay in school, yadda yadda," he unenthusiastically called over his shoulder, before going through the sliding doors, disappearing from the room.

Peter looked around, as he couldn't help but feel slightly overwhelmed by the heavy silence in the room. Everyone seemed worried, and any good moods they had had just been crushed. "What's going on with Tony?"

Steve shook his head. "We don't know. We tried contacting everyone close to him to get information. We couldn't reach Pepper, Happy Hogan doesn't know anything, and Rhodes didn't seem to have a clue either."

"I doubt he was telling us the truth," Natasha stated, emotionless.

"Anyway, we tried looking at who he talked to, but he erased his contact history. Something got to him, but he isn't sharing."

"Why? Aren't you all really close?" Peter asked. "And is my suit really that bad?" He added, quietly.

"Your suit's fine," Barton reassured. "And Stark's weird like that. Doesn't like to seem like he's human."

Steve sighed. "This isn't the first time he's done this. He shuts himself off for a while, until he can get over it. But, it usually isn't this ugly."

Peter rubbed his arm, as he suddenly felt very out of place. "Is there anything I could do, or-?"

Steve raised his hand up. "Just enjoy the dance, Pete. Be safe," he said, as he grabbed the gifts off the counter and handed them to Peter, who gladly took them.

"I always am," he said, as he started to walk away. "Seriously, the suit's not bad, right?" He asked himself, before leaving.

The three were left alone, quiet. Steve crossed his arms, as he stared out the window of the living area, seeing nothing but the lights of the city. "I'm worried about him."

"Stark or Parker?" Barton asked.

Steve thought for a second. "Both."

"Why are you concerned for Parker?" Natasha questioned, curious.

"I'm always a bit concerned for Peter. But you know how much he looks up to Tony."

"Yeah..." Clint agreed. "That might not be too good of a role model for him right now."

Steve nodded, as he went into deep thought about his allies.

* * *

 _"Hi, this is Gwen Stacy, I can't come to the phone right now, so please leave a message after the beep."_

Peter was outside the high school, as various couples walking inside together, loudly talking, ready to dance the night away to the blaring tunes of their favorite songs. However, Peter was alone, as he called Gwen on his cell phone with one hand, while the flowers and chocolates were tucked under his other arm. Unfortunately, he was only able to get her voice mail.

"Hey Gwen, it's Pete, I, uh, I was just wondering where you are. I'm a little worried, the dance started like, half an hour ago. Just wanted to make sure you're ok. See ya."

He hung up, as he took a deep sigh. "Please tell me she didn't stand me up. Oh please God."

He looked around, to see some of his well dressed classmates talking to each other, a few just enjoying the fresh air, and a few couples enjoying each other.

Peter couldn't believe his luck. It was a beautiful night! He had flowers and chocolates! He was being romantic! Everything here was perfect! But Gwen wasn't there. So it didn't matter if Peter had a horseback ride ready, there was nothing he could do.

"Hey lonesome," a feminine voice spoke up behind him. Peter jumped slightly, not expecting anyone to talk to him, as he turned around to meet an unfamiliar face.

She was a blonde, wearing a black hair band, with a red, sparkling dress on. She had a seductive smile on her face.

Peter furrowed his brow slightly, as he got the strange feeling that he was suppose to know this girl. "Uh, hi," he greeted, unsure with himself.

The girl looked around, before focusing her gaze back on the brunette. "Where's your date?"

"Oh! She's, um, stuck in traffic," Peter lied, terribly.

"She stood you up, huh?" She smirked.

Peter's eyes widened. "She didn't stand me up! She's just...late. That's all."

"Uh huh," she said, skeptic.

Peter looked at her, with squinted eyes, trying to figure her out. "Do I know you?" He asked.

"No, no you don't," she stuck her hand out. "My name's Felicia Hardy."

Peter suddenly connected it. She was there when he first fought the Sandman! He went to school with her! Everything makes sense now! "Peter Parker," he said, as he shook her hand, with slight trepidation.

The two started talking, as a black limo pulled up to the front of the school. Inside the car with leather interior, was Harry Osborn and Mary Jane Watson, joined by Harry's dad, Norman.

"You really didn't have to come, dad," Harry said, a little uneasy around his father.

"Nonsense. I thought you two could use a chaperone," he stated, emotionlessly.

Harry just looked at his dad. "No you didn't," he said, seeing right through his father. MJ shifted around uncomfortably in her seat. "You're just worried about that guy who attacked you."

Norman stared at his son and his date with steely eyes. "I just wanted to make sure you and your lovely date were ok. I didn't want some maniac to use you to get to me."

Harry didn't believe him. He hasn't received a lot of affection from his father over the years, and this felt like a way of self-preservation. "If you say so, dad."

Norman tented his fingers, as he crossed his legs. "Harry-"

"OSBORN!" An all too familiar voice rang, making the CEO look out his window in fear.

Peter and Felicia looked up into the air, at the source of the disturbance. "Oh no..." Peter muttered, panicked at the sight.

The Vulture, flying high above the school, looked down at his prey. "OSBORN! YOUR TIME IS NOW!" He screeched, ready to kill his former partner for all of his wrongdoings.

Peter mentally groaned. It looked like a bad night was about to get even worse.


	31. Chapter 31: Dangerous Dance

"OSBORN!"

The Vulture hovered in the air, eyeing the black limo. His prey was in his sights, and the only reason he hadn't yet swooped down and killed the man who betrayed him, was because he wanted the snake to see where his doom was coming from. So he could look him in the eye when his life ended. Because that's the way he wanted it.

Norman looked out of his tinted window, to see the disgruntled man floating high above them. Norman scowled, as Harry and MJ looked out the window as well, concerned. The CEO then shot towards the window to the front of the limo, and pounded on the glass. "WHAT ARE YOU WAITING FOR!?" He yelled. "SEND THEM OUT!"

Meanwhile, on the front lawn of the school, Peter looked up at the old man in the sky, cursing his luck. The attractive girl that just started chatting him up, Felicia Hardy, looked at the scene in confusion. "What's going on?" She asked.

Peter looked at her, quickly realizing what he had to do. "I'm gonna get some help!" He said, running off, gifts still in his hands. "Try to find someplace safe!"

Felicia looked at the form of the running brunette, before looking back at the Vulture. She thought about it in her head, making a quick decision. Maybe not now, she thought, as she quickly ran inside the school, along with a few of the panicking high schoolers.

Peter soon found a quiet spot, as he dropped his gifts to the ground, and stripped his suit off. "First date ever, the girl stands me up, a psychotic bird man comes to attack the dad of the best friend that hates me, and now I have to throw away the expensive flowers and candy, while getting webs on my suit. Fantastic."

Vulture divebombed towards the limo, as several suited security guards jumped out, pulling out pistols and opening fire at the villain. Any bullets that were able to hit him bounced off the armor-plated costume, making Toomes arrogantly smirk. He then threw several metal feathers at the men, a few stabbing a couple of guards in the shoulder, while others sliced through the guns, destroying them.

Vulture then flew down and knocked the guards away, one by one, the force of the suit being enough to knock them out. He then landed on the ground, as he started to walk towards the limo. "Time to die, Osborn!" He declared, his wings flapping angrily behind him.

"Calm down, Tweety Bird!" A voice called to him, as a web hit him square in the back, pulling him away from the limo. When he recovered from the sudden show of force, he turned, to see Spider-Man staring right at him.

"You!" Adrian scowled.

"Me!" Peter exclaimed, as he leapt right at the old man, latching on before Vulture started fluttering his wings, taking off.

"Why must you keep pestering me!?" Vulture screamed, as he tried throwing Spidey off of him, no avail.

"Why do you keep trying to kill people?!" The web head asked. "See, we all have personal problems."

"AGH!" Toomes yelled, as he stuck his hand out. Peter looked at it, to notice several sharp talons pop out. The former government agent slashed at Peter, ripping his costume at the front.

"Ah!" Peter yelped in pain, as he felt his skin get sliced. "Do you like ruining my costumes? I just fixed this up from last time!"

"You'll have bigger concerns than your costume!" Toomes stated, as he swiped at the wall crawler with the talons again, as Peter let go of the old man. He flew through the air for a few seconds, before he shot a web at the Vulture's feet, snagging him and being brought along with the flying villain.

Peter looked down, and quickly realized just how high up in the air he really was. His fellow classmates looked like ants, and the school looked much smaller than he's ever seen it before.

He quickly started panicking when the sights started getting larger to him. Peter saw Vulture fly straight down, as he was dragged along for the ride. "WOOOOO! This is the best roller coaster ever!"

"Annoying simpleton!" Toomes cried, as the two barreled faster and faster towards the ground. Suddenly, a few feathers shot out at Peter, who dodged a few, but had his web cut from the Vulture's feet, making him fall towards the ground alone.

"This is gonna hurt," he mumbled to himself, as he braced for the impact. He hit the ground, rolling along the grass, and startling a few nearby students. His face was in the dirt, as he hurt a little too much to move at the moment. "Ow..."

Vulture landed on the ground, scaring a boy and a girl who ran away from him. He turned, to see the limo start to peel away from the school. "Oh no you don't!" Vulture said to himself, as he took off into the air again, quickly landing on top of the car, and ripped through the roof with his talons. When he ripped it apart, he was shocked at the sight.

The limo was empty. "What...?" He muttered to himself, as he looked around, trying to figure out where his target had gone.

Spider-Man pushed himself up from the ground, as he looked towards where Vulture flew off to. Out of the corner of his eye, he saw three figures run into the school. All were redheads, all were people he recognized. Norman, Harry, and MJ.

Peter looked back to Vulture, to see that the old man noticed them escape as well, as he quickly flew in the school, making a few kids duck, throwing themselves on the ground. "Well, at least now I have a date," Peter quipped to himself, as he swung into the building, chasing the villain down.

* * *

Tony was in a room that he usually didn't spend too much time in anymore. He hadn't needed to come in here too often, but he certainly added a lot to the room over the years.

His armory. Bright, white lights lit up the space, showcasing the smooth, wooden floor, and in clear cases, each and every suit of armor he's ever made stood next to each other down a hallway, each varying in size, shape, color, weapons, and equipment. He walked past each one, studying them. A white and red one, for artic missions. It had built in flamethrowers. He never got a chance to use it, but its probably for the best. Wouldn't want to roast a penguin, he humored.

He saw one that was yellow and black. It was still a prototype, the MK...57? He really needed to label these. It just kept getting harder to remember. He did remember what it did though. It was created to stand up for space explorations. To pass through the atmosphere without any troubles. Just in case the world gets invaded by aliens again.

Tony walked by another, that was pure silver. That one he recognized. It was the MK 5, otherwise known as the War Machine prototype. Rhodey had the final version, and if Tony knew his best friend, which he did, then he was never getting that one back. So, the prototype is all he'll have. It was actually kind of bland, looking at it again.

Tony looked at the larger ones he had to make. He looked at one of his personal favorites, and got a small smile on his face. With bloodshot eyes, he stared at the large, grey gorilla of a suit. The suit had two large, drill-like arms, and was caked with dirt from the few times he had to use it. He fondly referred to it as Igor, and it was used for excavating missions. He remembered when he had to use the suit when he and Thor had to travel below the city. One of the Fantastic Four's usual enemies, the Mole Man, had threatened to blow up the city. They stopped him, no problem.

Tony paused when his weary eyes landed on a particular suit of armor. The largest suit of armor he had ever created. One he made alongside his friend. His partner in a lot of his science projects over the years.

The Hulkbuster armor. So large that he can wear his regular armor while inside it. One of the many preventive measures that they made incase the Hulk got out of control. Designed to neutralize the Green Golith's natural strength, Tony use to always have it on standby on missions, as a favor to his friend. He's only used it once, and he hopes he never has to use it again. Fighting the Hulk was one of the most frightening experiences of his life, and something no one would ever forget.

"Where are you, Bruce?" He whispered to himself. "Where are you, buddy? I miss you..."

He moved on, as he studied more of his suits. Dark red and black, that one is for extreme heat. Pure blue, that one is for underwater travel. And-

Tony stood in front of another case, this one holding perhaps the most unique armor of all of them. Because it wasn't for him. It was for her.

The armor was feminine compared to others, white and red, with blue trim. The Rescue armor, is what he named it. He made it for Pepper, after the Extremis disaster. He felt that if she had a suit, she'd be safe.

She didn't see it that way. She had to use one of his suits before, and she hated it. She didn't want one for herself. It saddened Tony, but he guessed he could understand it. She didn't want him to push his vices on her. Maybe if she just took it, she...

No. The suit couldn't of protected her from his fears.

He turned away from the Rescue armor, before freezing at the sight before him. He swallowed, as every demon he had suddenly flooded to the forefront.

It was a dull grey, bulky suit of armor. It had a kind of sheen to it, as it reflecting some of the hallway's light. It was primitive compared to the others. Outdated. Obsolete.

But it was the most important of them all. It was the first one. The one that started it all.

Tony looked at the suit with a kind of wistfulness he hadn't felt in years. How long has it been since this all started? Since he made the MK 1? Since the Avengers formed? It seems like a lifetime ago. Maybe because it was.

He mourned Yinsen, the man responsible for Iron Man. The man who sacrificed himself so Tony could live. He thought back to Stane, the man who he almost considered a second dad, and how he betrayed him. How he kept pushing Pepper away, even after all the love and support she gave him, until she couldn't take it anymore. All the broken relationships that he created wearing that armor. All the threats he brought to himself because of it. All the danger that it causes.

Maybe if he had done things differently. Maybe if he hadn't tried to be a glory hog, maybe if he had been more responsible, maybe if he had been smarter, stronger, faster, he could of...he could of...

He still couldn't of done anything. Not without the armor.

Maybe that was his problem. He's been Iron Man for so long, that he's grown to depend on the suits. The armor has started to make the man. But what if he didn't depend on it? What if he learned to just be himself? Would all of his problems just...go away?

He looked at his reflection in the glass case, before glancing at the MK 1 armor again. He turned, and walked away from it, leaving the armory.

What if he wasn't Iron Man anymore?

* * *

Peter quickly ran down the halls of the school, before coming across the entrance to the gymnasium. He jumped up, sticking to the top of the doorway. He crawled, upside down, inside, to see the dance, now completely astray.

Loud pop music still blared, only now it was mixed in with panicked screams. Flashing lights painted the room, as the darkness was cut through by strobe lights of various, bright colors. The streamers and balloons still hung about the room, but some of the banners were falling off, while several tables were overturned. The entire place looked like a tornado had blown through.

Peter suddenly saw Harry Osborn, on the floor, holding his head. "Harry!" The web head exclaimed, as he hopped over to him, hoping he was ok.

The red headed teen looked up at him, in slight confusion. "Spider-Man? How do you know my name?" He asked.

Peter freaked out on the inside. He just slipped. Great. "Uh, you were at Coney Island. Me and The Avengers saved you from some sand zombies."

Harry blinked. "Oh, right," he said, as he gingerly got up.

"Where's your father?" Spider-Man asked, needing to find him before the Vulture did.

"We got separated. Him and my date went into the cafeteria, over there," he informed the hero, pointing over to some connecting doors on the other side of the large gymnasium. Spidey nodded, before turning, shooting some webs towards the door and launching himself at the cafeteria.

He landed in front of the doorway, but before he entered, his spider sense blared. Not having enough time to react, he was knocked to the floor by the soaring Vulture, who was holding MJ and Norman in his hands. Toomes then flew up to the rafters of the gym, before dropping his two captives. The two screamed as they plummeted towards certain death.

"NO!" Peter cried, as he quickly got back to his feet. As fast as he could, he spun a net made out of webbing, having the two harmlessly land in it, bouncing slightly.

Toomes snarled at the sight, as he looked down at the web slinger. "I've had enough of you!" He yelled.

Peter looked up at the perched criminal. "Sorry Vulture!" He said. "If you want Osborn, you gotta get through me!"

Adrian got a wicked grin on his face. "If that's what I must do, then I'll do it happily!" He declared, as he shot some feathers at the teenager.

"Maybe I could've put more thought in my words..." he mumbled to himself, as he nimbly flipped through the air, dodging the blades. He looked to where they were going, to see a cowering kid in the way. He quickly shot a web line at the kid, and pulled him away, making the feathers miss him and embed themselves into the wall.

The kid looked up at his savior, with wide eyes. "Holy crap! Spider-Man! You totally saved me bro!"

"Yeah, don't mention it," Peter simply said. "Now get somewhere safe while I deal with the bald nutcase over there."

The kid nodded, as he quickly ran off. Peter turned around, to see Vulture charging at him, his grimace illuminated in various colors by the strobe lights. The old man connecting with a hard punch to his jaw, and throwing him near the DJ booth. He looked up to see a man with spiked pink hair, which stuck out even in the dark room.

"Uh, hey dude," Peter lamely greeted. "You're doing a great job, by the way." Spidey looked to his side, to see a large speaker next to him. He then looked back at the DJ. "Mind if I borrow this?" The DJ shook his head. "Thanks."

"Spider-Man!" Vulture called, with malice, as he swooped back down to him.

Peter picked the speaker up over his head, quickly turning towards Vulture and smashing it over the old man's bald head. "Can you feel the music, Toomes?" He asked, as he grounded the man for a second. "I have to say, I'm proud of that one."

Toomes pulled his head out of the slightly sparking speaker, as he unsheathed his talons once more, slashing at Peter. "I will grind you into nothing!"

"You do realize those talons of yours cut things, right?" Peter asked, avoiding the attacks. "I mean, grinding uses a completely different type of tool. Have you ever taken Foods class in school? That's where I learned the difference."

Peter threw a punch, hitting his mark, as Vulture's head whipped backward, his entire body flipping back, only for him to recover in the air, and take off.

"I guess I have to call you 'The Chicken' now, since you keep running away like a scardey baby," Peter chided, trying to aggravate the flying genius. He jumped onto the side of the wall, before launching himself at Toomes, only for the airborne villain to swat him away.

"Pathetic!" He dismissed.

Peter landed on the ground, catching himself as he crouched down. "Says you and every girl I've ever asked out!" He joked. Vulture screamed in frustration, as he looked around, to see Norman Osborn trying to escape from the dance floor.

"You can't escape, weasel!" Toomes told him, as he shot several sharp feathers at the millionaire.

"Oh brother, can't you keep those things to yourself!?" Peter asked, as he used his spider speed to jump over to Osborn first, picking him up over his shoulder, and jumping away from the feathers.

For a second, Peter thought he was in the clear, before he noticed the feathers were following him. "Ah. Right. Heat seeking. Guess that's still a thing."

Spider-Man started swinging around the gym, trying to get away from them to no avail, as they kept homing in on Norman. He kept making several sharp turns, making more distance between them and the weapons.

"Put me down!" Norman demanded, pounding his fists on Spider-Man's back. "Put me down this instant!"

Peter couldn't believe it. "Do you get that those feathers are trying to stab you? And that I'm trying to make them not stab you?"

"I don't know who's worse," Osborn continued. "Toomes, or you."

"I'd say Toomes. Mostly because he's TRYING TO STAB YOU WITH FEATHERS, WHILE I'M TRYING TO SAVE YOU!"

"I've seen the news, I've read the papers," Osborn stated. "You're no better than him."

Peter sighed, as he ran along the wall, as the feathers kept following them relentlessly. Even though he was ungrateful, Peter had to figure out how to get these things off of Norman. Suddenly, an idea struck him, as he suddenly made a U-turn, right towards the feathers.

"What are you doing!?" Norman asked, panicked.

"Oh, now you're worried about the feathers. Hold on tight!" Peter said, as he swung closer to the flying daggers. He quickly flipped over two of them in the front, making them turn in mid air to follow. Peter charged right at the other few, before falling right underneath them, and picking himself back up when he passed them. While those feathers were trying to redirect their course, the others crashed into them, making them all fall to the ground.

Peter then landed on the ground, and place Norman down. The CEO uneasily got his bearings back, as he was slightly dizzy from the acrobatics display. Spidey then looked around to take in his current surroundings, to see he was next to the punch table. He looked on his other side, to see a strobe light nearby, spinning away.

He then got another idea. "Hey Big Bird!" He called, as Vulture looked at him with hatred, as he floated in the air. "Come down here so I could beat you all the way back to Sesame Street! I mean, how hard could it be? You couldn't kill some rich guy in a suit!"

Toomes' eyes flew open in rage, as he once again divebombed at Peter, who was ready for him. Spidey quickly grabbed the bowl of red punch that was next to him, as he quickly threw the liquid in the Vulture's face, making him stop in surprise as he sputtered the liquid out of his mouth. "What did you-?"

"Hope you like cherry, Toomes," Peter quipped. "Sorry that it's so watered down. But do you know what goes great with water?" Peter shot a web line at the strobe light, bringing it to him. "Electricity!" He stated, as he smashed the light over Adrian's head, sending an electric current through his wet body, shocking him.

"AHHH!" Toomes cried in agony, as he was electrocuted. After a few agonizing seconds, Peter kicked him in the gut, getting him out of the electric current, and making him crumble to the ground, finally defeated.

Peter sighed in relief, as he looked down at the unconscious Vulture. "Worst. Date. Ever."

* * *

Police swarmed around Midtown High about ten minutes later, as cops got statements from the kids, some of the chaperones, and most importantly of all, Norman Osborn. Peter, back in his formal suit, walked outside, to see the flashing lights of the cop cars surround the school. He looked around, and still saw no sign of Gwen.

He frowned, sad. He really thought he had a chance with her.

After a few moments of just surveying the scene, a few officers came out of the school, holding Toomes by the arms. The old man was now out of his suit, only wearing a white undershirt and boxers, and a pair of handcuffs over his wrists. "Do you know who I am!?" He yelled, as they dragged him into the back of a cop car. "I'm Adrian Toomes! You hear me!? Toomes!"

The door slammed shut, as the cops got inside themselves, and drove off. Peter watched the scene, with a feeling of relief.

"Peter!"

He turned around, to see Mary Jane and Harry walk up to him, their nice clothes slightly torn and dirty from the night.

"Peter!" MJ repeated, before giving her friend a hug. "We're so glad that you're ok."

"You are?" Peter asked, a bit confused.

Harry gave him a smile. "Well, yeah. I know we've been arguing lately, but, you have to put those things aside when something like this happens. Besides, MJ told me what you did for her."

Peter furrowed his brow, as he looked at the red headed girl. "She did?"

Harry nodded. "Yeah! She told me the entire thing. How you got her away from the Vulture so she could get to safety. That's what a true friend does. And, that's what you are, Pete."

Peter smiled, as he shared a look with MJ, who gave him a sweet smile back. Harry then slumped his shoulders, as he looked over his friends. "Ugh, I gotta go guys. Dad's summoning me."

Peter and MJ looked, to see Norman waving his hand over to his son, signaling that it was time to leave. "Uh, well, see ya later, Harry."

"Yeah, see ya Pete," Harry said, as he walked away from the other two.

When he was out of earshot, Peter turned back to MJ. "Why did you-?"

"Lie?" Mary Jane asked. "I figured I could get you some brownie points."

Peter blinked. "Do you think it worked?" He asked.

"Well, it definitely helped," she stated. "I think you need to do the rest though."

"Any idea how to do that?"

"Well, you could save me from a burning building. That would do it."

Peter rolled his eyes. "You're fiery enough," he joked. "Seriously though, thanks MJ."

She patted him on the back. "No problem, Tiger," she said, before turning around, and swaying away.

Peter then turned around, to see a sight he'd been wanting to see all night. Gwen Stacy, walking towards the school. It seemed like she didn't notice him, as she just kept walking. "Gwen!" He called, as he ran over to her.

Hearing her name, she turned, only to see her date for the night. "Peter!" She said, as she also ran towards him. Peter was overjoyed, until he got a closer look at her, and he stopped dead in his tracks.

She had tears running down her cheeks.

"Gwen?" He asked, as he collided into him, giving him a huge hug. "What's-?"

"I am so sorry I didn't call!" She sobbed. "I didn't mean to ditch you like that, it's just-"

"Gwen?" Peter gently tried again. "What is it?"

"It's...it's my dad, Peter," she revealed, as she cried into his shoulder. "He's in the hospital."

Peter was shocked. "Oh my god!" He exclaimed, as he continued to hold her. "What happened?"

"He was attacked...he had his legs broken...by Spider-Man..."

Peter was horrified, as Gwen continued to cry, needing Peter now more than ever.


	32. Chapter 32: Spidey V Spidey II

"Dammit, I'm fine."

It was an early afternoon at St. Mercy's Hospital in Midtown, as nurses and doctors walked through the pristine hallways, as the smells of disinfectant waft through the air, stinging the noses of any who are exposed to it. In one of the many occupied rooms, a man with grey hair laid in a bed, with both of his legs wrapped in casts, and elevated by plastic bands connected to the top of his bunk.

Captain George Stacy, a bit frustrated by the situation, was trying to convince the nurse that was in the room that he was comfortable.

"Sir, I was just trying to-"

"I know what you're trying to do," George said, with as much patience as he could muster. "And I appreciate it. But my pillow is fine, ok?"

"If you say so, sir," the nurse stated. "Would you like some rest now?"

Before Captain Stacy could answer, two young teenagers came into the room, making the older man smile. One was his beautiful daughter, Gwen, and the other was her admirable best friend, Peter Parker. "In a minute. I want to talk to my daughter."

"Very well, sir," the nurse stated, dutifully. "Please buzz if you need anything."

"Will do," she said, as the nurse walked away. Peter watched the woman leave, before turning back to the police captain, as he rubbed the back of his head in awkwardness. He wasn't quite sure what to say in this type of situation. The last time he was in a hospital was when he broke his arm in third grade.

Wow, has it really been that long?

"Hi sweetie," Stacy said, tiredly, with a small smile on his face.

Gwen was frowning deeply, as her eyes showed the sadness she felt inside. "How are you doing, Dad?"

George leaned back on his pillow. "I'm ok. I don't know why people give the hospital flack for their food. I think it's actually pretty good. And how are you doing, Peter?"

Peter jumped out of his day dreaming. "Oh, I'm ok, Mister Stacy. I heard what happened and I had to come over."

George gave him a toothy smile. "You are a fine young man, isn't he Gwen?"

Gwen sighed. "Dad, are you going to be ok? The doctors aren't telling us anything."

George nodded. "I should be fine. I might need surgery, but from what I'm hearing is that I'll be fine."

Gwen smiled. "Oh thank god. I'm glad Spider-Man wasn't able to-"

"Now honey, leave Spidey out of this," George told her.

Gwen scrunched her face up, confused. "Dad, he attacked you. He-"

"That was NOT Spider-Man," George emphatically stated, as Peter's eyes brightened up, celebrating in his head.

"Dad, everyone who was there said it was Spider-Man," Gwen argued. "The Bugle got pictures."

"Not my pictures," Peter grumbled to himself.

"What?" Gwen asked.

"What?" Peter repeated.

"I've met Spider-Man," George explained. "I've talked to him. He's a man who will go to great lengths to prevent things like this from happening." George's eyes turned to Peter. "He's not a man who would go around robbing banks. He's a hero. Whoever this guy is, he's not the real deal."

"Dad-"

"Gwen, I don't want to argue about this," The police captain stated, lovingly but firm. "How about you and Peter go home? I need some rest."

"Sure, dad," Gwen said, as she turned around and stormed off. "Come on, Pete."

Peter watched her leave the room, before following. "Nice to see you again, Mister Stacy!" He called over his shoulder. "Get well soon!"

"I will, Pete!" He fondly called back. He then furrowed his brow, as he looked out the window, lost in thought. "I will..."

Peter trotted over to Gwen in the hallway, as she was visibly fuming. "Uh, what's wrong?" He asked. The look he got immediately told him that that was the wrong thing to say.

"He gets attacked by Spider-Man, and even though the cops put out an APB on him, and are hunting him down, Dad still goes and defends him. I don't get it."

"Well, if your dad's met him before, maybe he could tell-"

"The man's a criminal," Gwen said, flatly. "If Dad's right, and it is an imposter, then why hasn't the real one stopped him?"

"I'm sure he's just busy," Peter said, feeling hurt by every bad comment Gwen makes about his alter ego. "I mean, he took out Vulture at the dance."

"Pfft," Gwen scoffed. "He probably didn't want anyone coming into his territory."

"Gwen!" Peter exclaimed. "You're being really unreasonable here. You weren't there! You didn't see..."

He trailed off, as he noticed Gwen looking at her feet, upset.

"Hey," Peter started, gently. "I-I didn't mean to yell, I was just-"

"I'm sorry I stood you up," she said, suddenly.

"What? No, don't worry about-"

"I really wanted to. Believe me, I really-"

"Easy," Peter comforted, as he put a reassuring hand on her shoulder. "It's ok. I understand."

"That's another reason I'm pissed at Spider-Man. He almost ruined my whole life."

"What!? How did he-?"

"He hurt my dad, and he made it so you would get mad at me. I just-"

"Gwen, Spider-Man didn't do this," Peter tried telling her. "I know for a fact that he didn't."

"How?" She asked, tears welling up in her eyes. "How do you know?"

"Because-" Peter paused, a million thoughts going through his head. "Because I do, ok?"

Gwen shook her head. "I know you don't want to see it, Pete," she said. "But he's a monster. And I'll be lucky if my dad will ever walk again, because of him."

Gwen walked away from Peter, who stared with sullen eyes at the pain he's had to witness. He suddenly felt himself boiling with anger, as only one thing was going through his mind.

Payback.

* * *

But first, there was one place he had to go. The easiest way to find him.

Spider-Man swung through the city, the sun still in the sky, as Peter rushed as fast as he could to his destination. He was just sick of this. Yesterday had been a really tough day on him, with him having to fight Toomes, and then finding out about Gwen's dad. But today, today was much worse.

Because he found out that Gwen hated him. Hated Spider-Man. And he wasn't sure if he could have a future with her if she hated him.

He considered telling her. He really did. But would she believe him? And even if she did, would she accept him, or push him away?

There was really only one thing he could do to improve the situation. To finally get this imposter. Prove that he's innocent. To try and fix his messed up life, even if it's just a bit. But he needed some help.

He finally arrived at Avenger's Tower, as he landed on the balcony. He power walked inside, as he pulled off his mask, a frown on his face. "Tony?" He called. After a few seconds of nothing, he got a little more frustrated. "Tony!?"

"Wha-?" The billionaire responded, as he jumped off from the couch he was sleeping on, coming into Peter's view as a glass bottle shattered onto the floor. Tony lazily rubbed his eyes, before focusing on the teenager in front of him. "Oh, hey kid. How are you doing?" He asked. "How was the dance?"

Peter looked at the disheveled man for a few seconds, noticing that he was in the same clothes as yesterday, before getting to business. "I need to find the faker. Now."

Tony raised an eyebrow, as he slowly got off the couch. He looked at Peter, who had an air of seriousness that Tony has never seen from the young man before. "What happened?" He asked, concerned.

"He's gone too far. The police are after me, and the only way to clear this up is to stop him."

Tony still didn't get it. "The police are always after you. This is personal, isn't it?"

Peter scoffed, bitterly. "He's using my identity to commit crimes. Wouldn't you take it personally?"

Tony looked at the teenager, and got a terrible feeling. He knows that look on Peter's face. The stone resolve in the kid's eyes. The anger the kid must be feeling, as his muscles tensed up. The desire for revenge. But not just any kind of revenge.

"Who did he hurt?" Tony asked, dead serious, all playfulness he may of had with the kid gone.

Peter froze for a second, as he stared at him. Peter's face was still hard, but he eventually looked down, as he closed his eyes. "He hurt Gwen's dad."

Tony was taken aback by the answer, not expecting it at all. "What?"

"She never showed up to the dance, because her dad, who's a police captain, got attacked by the fake me," he explained, solemnly. "He might never walk again." Peter looked back up at Tony, who gave the brunette a sympathetic look.

"What do you want to do?" Tony asked him, gently.

"I want to find him, and stop him," Peter told him.

"What does 'stop him' mean?" Tony questioned. "Because if it means what I think it means-"

"No. Not that," Peter reassured. "Never that. I want to find him, stop him, unmask him, and have him arrested. That's what I want, and that's what I need."

Tony chewed on the inside of his cheek in consideration, as he eventually nodded. "Ok, I'll help you out," he decided, pursing his lips together. "I think we both need this. Let's go to the lab. We should be able to track his movements there."

Peter nodded, as he followed Stark to the lab, appreciating the avenger more than he probably realized. Tony Stark may be a mess of a person at times, but if there's one thing Peter knew about him, it was that he was always reliable.

* * *

"I don't know about this."

Hammerhead and Tombstone sat alone in the bar, the business closed for the day due to business.

"What's wrong?" Tombstone asked his partner.

"This doesn't feel right," Hammerhead said, hunched over in his chair. "The girl, why do we trust her?"

"Like, personally?" The white skinned gangster asked. "We got nothin'. I thought you understood that."

"No, not personally," Hammerhead clarified. "I mean professionally. Why do we trust her ta get the job done?"

"Her pops."

"Whaddabout him?"

"He was the Cat."

Hammerhead looked at him with unbelieving eyes. "Her old man was the Cat?" He asked, skeptical. "The greatest thief in the history of the city. That guy?"

"Yep," Tombstone confirmed. "And he taught his daughter everything he knew."

"Yes, he did."

The two gangsters looked up, to see a girl with platinum-blonde hair, a black domino mask, and a skin tight, black, leather suit, hanging from the ceiling, upside down. She dropped down, landing on her feet.

"So boys," The Black Cat greeted with a velvet voice. "Who do you want to rob?"

* * *

"This is car 3-12, car 3-12, reporting on a robbery at the Manhattan Pins Bowling Alley. We are chasing down the suspect, Spider-Man, I repeat, suspect is Spider-Man. Requesting immediate backup."

The imposter Spider-Man was running alongside the side of a wall, bag of money in hand, jumping from building to building as a fleet of police cars chased him down from the road, sirens blaring as they sped after the criminal.

The imposter nimbly flipped through the air, doing his best to keep away from the cops. He landed on a parked Pontiac on the street, before leaping off of it. While he was in midair however, a foot connected to his jaw, knocking him back down to the street, hitting with a hard thud.

The dazed imposter looked up, to see the one thing he was hoping to avoid.

The real Spider-Man, perched on top of a light post, staring dead at him. "We need to have a talk."

The Imposter quickly got back to his feet, and stared up at the real one, silent. White lenses met white lenses, as the police cars came to a halt when they arrived at the scene. The police officers got out, completely confused.

One of them took out the dispatch speaker from his car, as he looked wide eyed at the scene in front of him. "Uh, dispatch? We have a situation. We have two Spider-Men here, please give us feedback on what to do."

"I'm real tired of you," Spider-Man told the fake. "I really am. You know how much people hated me before you came along? I really didn't need you to make things worse. But you started stealing priceless artifacts, and robbing stores, and worst of all, you sent a really cool guy to the hospital. And that really grinds my gears."

The imposter tried to jump away, but Peter shot out a web, catching the fake by the feet, before jumping off the post, and slamming the imposter to the road.

"You aren't getting away again!" Peter yelled, as he sprung towards the Imposter, who was getting back up. The two grabbed each other, as they started wrestling along the ground, The Imposter struggling with Spidey's strength. The Imposter knocked Peter off with a solid punch, before hopping back to his feet, in a crouching position.

The Imposter than charged for Peter, throwing a punch. Peter merely ducked the attack, before connecting with a hard punch to the gut, stunning the faker. "I'm sick of this!" Peter exclaimed, wanting to see who this guy really was.

The Imposter stumbled slightly, as Peter flipped towards him. "I'm not falling for that gas trick again," he stated, as he grabbed the fake's mask, before spring boarding off of him, taking the fabric with him.

The fake erupted into a large cloud of smoke and gas, making it impossible to see who exactly was under there.

 **"YOU DARE!?"** A voice emanated from the smoke, as Peter watched, confused by what was happening. **"IT WAS FOOLISH OF ME TO TRY AND IMITATE YOU. I SEE THAT NOW!"**

"Gee, ya think?" Spidey quipped.

 **"BUT NOW! NOW YOU SHALL SEE MY TRUE FORM!"** The voice boomed, as a figure started to rise out of the fog, floating on nothing.

It was a man, wearing a light green bodysuit, a purple cape, hung up by gold medallions, and a large, bowl-like helmet, which made it impossible to see his true face.

 **"YOU WILL SEE THE TRUE FORM OF-MYSTERIO!"**


	33. Chapter 33: The Wrath of Mysterio

Spider-Man looked up at the sight in front of him, trying to process it in his mind.

The Imposter had transformed into a man who calls himself Mysterio. And as the man floated high above him using seemingly nothing, smoke surrounding him, there was only one thing that Peter could focus on. One thought that kept popping in his head.

"Is that a fishbowl?" He asked, pointing at Mysterio's head.

Mysterio looked down at the costumed teenager. "Fool! You dare mock me? The Master of the Mystic Arts!?"

"I was just asking about your fashion sense," Peter stated, as his head started tingling. Mysterio lifted an arm, as a large buzz saw flew at him, spinning dangerously. Peter flipped off the street, and stuck to the wall of the building next to them. Spidey looked towards the man, with wide opaque lenses. "Ok, didn't see that coming."

"I bided my time long enough!" Mysterio boisterously proclaimed. "It was time to reveal my glory!"

"Oh dude, don't!" Peter begged. "No one wants to see your junk!"

Mysterio scoffed. "I will enjoy crushing you under my boot! I have made enough money as you. Time to earn more victories as myself!" He declared, before he threw a few metal balls towards Peter, who jumped away before they got close to him. The balls hit the wall the web head was on, exploding, leaving a giant hole in the building.

Spider-Man landed on the street, seeing the destruction the man that impersonated him has caused. "Ok, this is getting out of hand," he said, as he jumped into the air, and started web swinging around Mysterio, who was still floating in the air. "How about you get off your little cloud and we can talk about this. And by talk, I mean go to jail. And by 'we' I mean 'you'."

Before Peter could react, a large snake appeared out of nowhere. Taken by surprise, Peter let go of his web, and fell to the road. "Ah!" He exclaimed, as the snake slithered closer to him, hissing dangerously, fangs bared. Peter hopped over it as it lunged at him, as Peter shot some webbing at it, hopping to tame it.

However, the webbing went right through the snake, as if Peter shot it at nothing. "Huh?" Peter landed on the ground, extremely confused, as the snake twisted around towards him, and charged at him. Peter felt the urge to jump again, but to his confusion, wasn't able to feel his spider sense go off.

The snake flung at him, but instead of connecting, phased right through him. Peter looked as the snake tried to bite him, but couldn't actually latch on. Peter looked up at Mysterio, before exasperatedly throwing his hands in the air, the snake still trying to attack him.

"Erm, it seems one of my spells is not working properly," Mysterio stated.

Spidey wasn't buying it though. The disguise as Spider-Man, the snake. It connected in his head. "You aren't magic!" Peter figured out.

"Very well, you've discovered my true nature," Mysterio relented, still in that obnoxiously superior tone of his. "I am not Master of the Mystic Arts. I am the Master of Illusion!" He bellowed, as three more versions of Mysterio suddenly appeared, floating next to each other.

"Oh great, more of you," Peter humorously groaned, as the multiple Mysterios started swarming him, confusing the wall crawler on which one was the real one. "You can hide behind your fancy tricks all you want, but you've really made me mad, and that means I'm gonna find you, and kick your ass."

"Big talk from such a small man!" Mysterio gloated, his voice echoing from the other copies of him as well. All four of him shot a beam of green energy at him, making Peter roll out of the way, dodging it and creating space between him and the Mysterios.

Peter tried shooting webs at the four dome-headed villains, but the smoke that surrounded them dissolved the webbing before it could touch them. They laughed simultaneously in response, amused by the sight of Spider-Man being unable to figure out a way to fight them.

But Peter was thinking. Obviously, one of them was the real one, but there was no real way to tell. Also, for every illusion, it seemed Mysterio had some type of weapon that could actually hurt him. He needed to be careful, and figure out a way to tell the real from the fake. His spider sense helped with attacks. Now he needed to figure out the person.

"Wow, you know what? I just realized something. With your magic tricks, and that outfit, you would kill in Vegas. You just need to find a white tiger, and you're all set."

"Your jokes have no effect on me," Mysterio declared, as the four of them started to grow larger in size, growing about 10 feet tall, as they still floated around.

"See?" Peter asked, as he jumped up and started web swinging around them, avoiding their swipes at him, and weaving in between them in the air. "See? People would love this in Vegas! Well, maybe you should tweak the costume a little. Your head is giving me bad flashbacks of when I had to flush my goldfish down the toilet."

"Be still!" Mysterio demanded, as the four copies couldn't get a better hit on him.

"Seriously, did you steal that from a pet store, or-"

"STOP MAKING FUN OF MY HELMET!" Mysterio cried, as Peter noticed the slip up. Only one of them talked that time, and Peter was able to hear exactly which one it was. He made a sharp turn, and delivered a haymaker punch to the real Master of Illusions, knocking him down to the ground, and causing the copies to disappear into poofs of smoke.

Peter landed on the road, as Mysterio, with a large crack in his glass helmet, was trying to crawl away, only to snag himself on his cape, and cause himself to fall pathetically down to the ground. Spidey sighed, as he walked up to him. "Seriously? After all the trouble you've cause me these past couple of months, this is it? I've had longer fights against Boomerang. And he fights with a BOOMERANG!"

Mysterio kept trying to back away, but couldn't, as Peter grabbed him by the collar. "After seeing this outfit, I almost forgive you for stealing my look. I'd probably do the same thing if I had your clothes. How about we take that ugly helmet off of you and see what you really look like?"

"NO " Mysterio shouted, trying to break out of the web slinger's grip. Peter wondered why he was struggling so much, before he looked behind him, realizing that the cops were still there.

"Aw, you don't want the cops to see who you really are?" Peter asked, in a baby voice. "Poor wittle fishbowl man."

Peter then yanked the helmet off Mysterio's head, to reveal the man underneath. Peter's eyes widened under his mask, as he was shock at who it really was.

His principal, Quentin Beck.

"No way..." Peter muttered to himself.

"Get back!" Beck demanded, as he pushed himself out of the shocked teenager's grasp, throwing a few bomb balls at his feet. Reacting quickly, Peter quickly shot some webs at them, before tossing them high into the air, where they exploded harmlessly.

"Did you just try to blow me up?" Peter asked, as he clocked Beck in the jaw with a right hook, knocking him out. "That is just rude." Peter then webbed his principal to the ground, as he tried to sort out everything that just happened.

Beck was a former special effects artist in Hollywood. However, he didn't get anywhere, and left to go to New York. When he couldn't get any work over here, he turned to teaching, and somehow became the principal of the school, even though exactly no one like him.

And now he's taken up dressing up like heroes and putting a fishbowl on his head.

Seriously, he has a FISHBOWL. What a lame criminal.

He looked at the cops behind him, who were all scratching their heads, a bit confused by what just happened. "Hey!" He called to them. "This is the guy who attacked Captain Stacy! He also is responsible for all the other robberies and crimes you guys think I did. So, there ya go."

With that, he swung away, hoping that this cleared his name. At least a little bit. He smiled to himself, as he remembered something important.

He landed on the side of a building, right next to the scene of the fight, to pick up a camera he had webbed up there.

He had shown the police what Spider-Man was all about. Now, maybe he can show the Bugle.

* * *

"Reed?"

Sue Storm was walking through the halls of the Baxter Building, trying to find her husband. It had been about two days since she last saw him, and while it wasn't unusual behavior for Reed to hole up in his lab for long periods of time, it was weird that he hadn't talked to any of them to let them know he was ok.

And that made her worried.

"Reed?" She called again, as she reached the doors to his lab. They slid open to reveal a very disheveled Reed, his hair out of place, stubble from his lack of shaving, and a look of concern as he studied the device he had worked on with Tony Stark, as he wrote on multiple sheets of paper.

"Reed?" Sue gently asked, making Reed look up from his work, a panicked look on his face.

"Sue, call Fury," he told her. "We have a serious problem on our hands."

* * *

"TWO SPIDER-MEN!?"

J. Jonah Jameson was fuming, as he quickly sorted through the pictures he had just received, almost violently. "Two Spider-Men! Like one Spider themed crook wasn't enough for this city, now there's two!"

The editor in chief was joined in his office by the person who brought the pictures, Peter Parker, his main photographer, Eddie Brock, and of course, Robbie Robertson. He sat at his desk, furious, still looking through the photos.

"Well, one of them was actually some other guy," Peter explained, as he leaned over the desk and pointed out a specific picture, before handing it to Jonah. Jonah snatched it out of Peter's hand, and stared deeply at it.

Jonah looked up at Peter. "This astronaut guy have a name?" He asked, silently seething.

"His name is actually Quentin Beck, my principal."

"Your principal's a supervillain!?" Robbie exclaimed, fascinated.

"I guess," Peter shrugged. "He called himself Mysterio, and said he dressed up like Spider-Man to commit crimes."

Jonah almost ripped the photo in half. He would've, if it wasn't such a great shot. Instead, he slammed in onto his desk, making everyone in the room jump. He glared at Eddie, the blonde desperately trying to avoid eye contact. Peter couldn't believe that he was seeing the brash man as quiet as he was. Brock seemed nervous to speak.

"You got anything to say?" Jonah asked, agitated. "For weeks now you've been giving me photos of Spider-Man committing crimes, AND IT WASN'T EVEN THE RIGHT SPIDER-MAN!"

"We have to do a retraction," Robbie calmly stated.

"A retraction!" Jonah loudly echoed. "For 25 years we never had to do a retraction! Now if we don't, we could get in serious trouble for libel! All because of your idiotic photos!"

"But...but I thought..." Eddie tried to defend himself.

"But!? You give me phony pictures of Spider-Man and all you have to say is but!?" Jonah screamed, vein on his head threatening to burst. "I paid through the nose for those pictures! And what do you have to say!? 'But, but, but'!? You're fired!"

Eddie's face fell. "I'm sorry, please, I can-"

"I was stupid for thinking that Parker over here could've been replaced! Jonah said, pointing straight at Peter. "I've never had to make a retraction because of him! Get out of my office, and don't come back!"

"But-"

"NOW!" Jonah roared, slamming his fist on the desk. Eddie seemed like he tried to stammer something out, but gave up, as he began to sulk out of the room. He gave Peter a really bitter look, before mouthing 'I hate you' at the teenager. He then marched out of the office, as he made his way out of the building.

"Good riddance," Peter heard Robbie mutter, apparently not a fan of the guy.

"Parker, you're hired again," Jonah stated, as he kept sorting through the pictures.

Peter rubbed the back of his head. "Uh, I was still working for you."

JJJ looked up at him. "You were?" He gruffly asked, completely ignorant.

Robbie rolled his eyes. "You moved him to webpage design. We've gotten more page views ever since he started changing the format."

"Ah!" He waved his hand dismissively at Robbie. "Stop with the techno babble. Fine, we've gotten more page views? Fine. Parker, you're still on webpage design, but you better keep getting these photos for me! More money for you if you do, and God knows those pictures are the only reason we're still selling papers. "

"Uh, thanks, Mister Jameson."

"Yeah, yeah, get outta here," Jonah waved off, making Peter leave the office. The editor then turned towards his employee. "Robbie, here's the headline. 'Mysterio: Fake Spidey, Master Criminal, Terrible Principal!'"

Peter walked past Betty on the editing floor, the secretary sitting at her desk with a huge smile on her face. "Hey Petey," she warmly greeted.

"You seem happy," Peter pointed out.

"Why wouldn't I be?" She asked. "You got that jerk fired."

Peter's face fell. "I didn't mean to...I mean, I just..."

"Peter, don't feel bad," Betty told him. "Brock was a pig-headed jerk. I don't think a lot of people are going to miss him."

"I know that, I just..."

Betty smiled. "That's why I like you Pete. You always try to be nice. Trust me, Brock would've gotten fired either way. Ok?"

Peter smiled. "Ok...Do I get a present?"

"Yeah, I'm talking to you."

"That's underwhelming."

* * *

Nick Fury stood in the command room of the Helicarrier, stone faced, contemplating what to do next.

He had just come out of a meeting with Reed Richards. Then he had taken another meeting with the most powerful figure heads in the world. SHIELD agents buzzed around the floor, going about their usual business, not yet told about what Fury was dealing with.

There was something he was certain about however.

He needed to gather some men. And he needed to invade Latveria.

* * *

"Principal Beck?"

Peter had quickly gone to Gwen's house, trying his best to clear his alter ego's name after the incident with her father. He was currently in her room, which was covered in boy band posters, as well as pictures of famous scientific icons, such as Neil Degrasse Tyson and Stephen Hawking. They look semi out of place next to a picture of Zac Efron. Overall though, it was a normal teenage girl's room.

"I was right there!" Peter said, as he sat next to Gwen on her bed, staring right at her pretty, unbelieving face. "There were two Spider-Mans, one turned into a guy with a fishbowl head, and that guy turned out to be Principal Beck!"

"So Principal Beck attacked my dad?" She asked.

"Yes!" Peter exclaimed. "He was the one who did all those crimes! Not Spidey!"

Gwen set her jaw, as she stared at her friend.

"Oh come on," Peter said, as he saw her face. "What's wrong?"

"Just because there were two Spider-Men doesn't mean only one of them committed crimes," she reasoned.

Peter went silent. He hadn't considered that. And apparently no one else did either. "Well, yeah, but, he didn't."

"Pete..."

"Gwen, I know he didn't, ok? Spider-Man, the real Spider-Man, didn't hurt your dad."

"How can you possibly know-"

"Because I'M Spider-Man!" He cried, fed up with the argument. However, after the words slipped out of his mouth, he froze, not believing what he just did. Oh no.

Gwen looked at him with wide eyes, shocked. "What?" She asked, confused beyond belief. Did she really hear what she think she just heard?

"I...I'm Spider-Man..." Peter said, realizing that it was pointless to deny it after his outburst. His eyes met hers, the two just silently staring at each other, the room filled with a strange type of tension. Peter's mind raced, trying to figure out why he said it, and how this was going to change everything.

Peter just looked at her. Why wasn't she saying anything? She had an almost blank look on her face. He had no idea what was going to happen, if they could even stay friends, or if she would even believe him.

"Gwen, I-"

"Show me."

Peter went quiet for a second. "What?"

"Show...show me that you're Spider-Man," she said, half asking, half demanding.

Peter froze, as he awkwardly looked around. "Um...ok..." he lamely stated. He slipped off his shoes, before slowly getting off the bed. He then crouched slightly, before springing up to the ceiling, clinging to it and making Gwen gasp in response.

"Oh my god!" She exclaimed, hands in front of her mouth as she watched the boy she knew since crawl along upside down on her ceiling. Peter then dropped off the ceiling, and landed back on the bed, butt first.

"I'm also wearing my costume," he stated, as he rolled up his shirt, to show the spider logo on his chest. "That might've been easier then crawling on the walls..." he mumbled to himself.

"You're Spider-Man..." she stated, unbelieving.

"Yes," Peter confirmed.

"When did this happen?" She asked.

"Well, remember when I got bit by that spider on that field trip?"

"Wait, THAT gave you the powers?" She asked, surprised. "I thought it just made you really sick."

"It did. But it also gave me powers."

"That's...so cool. And weird."

"I know, right?" He said, easing up a little. She seemed to be taking it pretty well.

"So wait, all those times Spidey fought off some robbers, that was you."

"Yep."

"Every one."

"Uh huh."

"And the super powered guys. You?"

"Every time."

"At Coney Island, when the Sandman attacked us, that was you," she asked.

"What part of 'yes, I is Spider-Man' do you not understand?" He jokingly asked.

Gwen smiled. "It's a little much to take in. The nerdiest guy I know is a superhero."

Peter blushed slightly. "Stop that," he abashedly said.

"What? You are."

"Not really."

"Dude, you've teamed up with the Avengers. The Avengers!"

"Oh, well, that's just because of Tony."

Gwen furrowed her brow. "Tony Stark?" She asked. Suddenly, realization hit her. "Is that why you got the internship!?" She asked, loudly.

Peter was a bit taken aback by the volume, not sure how she felt about it. "He figured out who I was, and came to school to find me. He's pretty cool. "

"Wait, have you met Captain America?"

"Uh, yeah."

"Can you introduce me?" She asked, excitedly.

Peter grinned. "Probably. They know all about you."

Gwen amusedly raised an eyebrow. "They do?" She asked, knowingly.

Peter blushed. "Uh, I mean, they heard about the dance, and, uh...ugh..." He muttered, his face heating up.

Gwen shook her head, in disbelief. "My boyfriend's Spider-Man...holy crap..."

Peter's eyes widened slightly. "Boyfriend?" He asked, turning the tables on her.

Gwen's cheeks turned red. "Well, I mean, when you asked me out to the dance I figured..."

"Are we dating?" He asked.

"Do you want to be?" She asked, the two getting closer to each other.

"I do. Do you?" The two scooted even closer.

"Yeah..." she muttered, as Peter cupped her cheek, as they both leaned forward, their lips meeting.

The two fell into a deep kiss, as all of Peter's anxieties suddenly disappeared. Peter felt a spark as the two kept going, both happy and content. Peter had stopped the person impersonating him, gotten his position back at the Daily Bugle, and had gotten a girlfriend. For once, his life seemed to be on track.

The two continued making out, as both were sure that good times were ahead of them.


	34. Chapter 34: Pre-War Peace

"Come on, Beck."

It was late at night at the police precinct, as the building was slightly sleepy, with only a few police officers working the night. Two of them were dragging Quentin Beck, otherwise known as Mysterio, through the building. Beck was roughly brought to an open holing cell, and thrown inside, the cell door closing behind him.

One of the cop's looked at the man in disgust. "You're gonna be here until you get transferred to Ryker's. 'Til then, say hi to your new roommate."

The cops walked away, as Beck propped himself up off the concrete floor. He looked to his right, to see a bald man, at least sixty, looking at him from the bed.

Toomes rolled his eyes. "Great, they're making me share," he complained, sitting up. "As if being confined in here wasn't enough punishment."

Beck frowned. "It's not exactly pleasant for me either," he said, frustrated. He then looked at Toomes. "Wait, I recognize you. You were the one that attacked Norman Osborn."

Toomes nodded. "That's right. I was so close to killing him," he lamented.

"What did he do to you?" Beck asked.

Toomes stared dead at Beck. "He betrayed me. What about you? Why are you stuck in here?"

Beck loudly sighed. "I stole from every place in New York that I saw, as the Spider-Man."

Toomes' eyes went wide. "Spider-Man!?" He snarled, fury flashing on his face. "Did he throw you in here as well!?"

Beck nodded furiously. "Yes!" He confirmed. "That idiotic bug stripped me of my disguise, and webbed me down for the police to catch!"

"Argh!" Toomes groaned. "He stopped me from getting Osborn! That pest is ruining our lives!"

"Agreed!" Beck stated. "If only there was some way we could-"

Suddenly, the lights in the building went out, blinding the two criminals in the cell. The sounds of confused grumbles from the police officers inside filled the air, before they felt the ground start to shake.

"What the hell is that!?" One of the officers asked in another room, before a loud crash echoed through the precinct. "OH MY GOD, IT'S-" The voice was cut off by a pained gargle, as the two crooks heard the sound of electricity crackling.

They could hear the heavy footsteps of several police officers running towards the disturbance, only for tortured screams to follow. After a few seconds of quiet, the lights turned back on, as the cell door was ripped off it's hinges, by a man with four long, metal arms.

"Mister Toomes, Mister Beck," Otto Octavius greeted, a sinister smile on his face. "It's time to make all of your dreams...into reality..."

* * *

"I just don't get it. Stilts? You're using Stilts?"

It was another day in New York City, as Spider-Man was fighting perhaps one of the weirdest criminals he had ever faced. He had responded to a mugging, and had found a man in a metal suit, with super long legs.

"Leave me alone!" Stilt Man pleaded, as he strode down the road, trying to get away from the hero who was casually swinging next to him.

"But you have stilts!" Peter exclaimed. "Do you know how weird this is for me? I feel like I'm at a circus. Stilt Boy-"

"Stilt Man!" The would-be criminal corrected.

"Yeah, yeah. Stilt Man. You really didn't have another gimmick, did you? Might I make a few suggestions on a different outfit? A deadly quilt, perhaps?"

"Shut up!" Stilt Man yelled, as he flailed his arm at Spidey, not going anywhere near the web slinger.

"Oh my god, you don't even have any way to defend yourself, do you!?" Peter exclaimed, completely amused. "You're just stilts! Do you get how sad that is?"

"I'm terrifying!" He defended, as he kept trying to get away, to no avail.

"Ok, I've had my fun," Peter said, as he quickly got in front of the ridiculous criminal. Peter shot a web line in between two light posts, making Stilt Man trip, and having him fall face first on the street.

"Ow!" Stilt Man complained, as Spider-Man walked up to him.

"Quit whining," Peter said. "You got bigger problems." With that, Peter webbed the man down to the ground. "Like the fact that you're Stilt Man."

He heard some police sirens in the distance, making Peter alert. He looked down at the struggling criminal, and satisfied with the fact that he wasn't going anywhere, decided to swing away. "See ya Stilty! Try to be cooler next time!"

Peter nimbly swung through the air, the cool breeze feeling nice as Spring was officially here. He was able to take off his under armor a while ago, and now he's just enjoying himself instead of freezing when he's web swinging.

Peter was interrupted by his thoughts, when he heard his cell phone ring. "Uh oh," he commented to himself, as he landed quickly on the top of a nearby building, before pulling it out, and flipping it open. "Hello?" He asked, as he brought the phone to his ear.

 _"Hey Pete,"_ a familiar, sweet voice greeted on the other end.

"Gwen!" He greeted excitedly, as he rolled up his mask to his nose, happy to talk to his girlfriend. "What's going on?"

 _"Nothing,"_ she sighed, bored. _"Since the school's been closed down, I have no idea what to do with my free time."_

Peter understood. Since he stopped Mysterio and found out that he was Principal Beck, the school board decided to close down Midtown High temporarily while it conducted an 'investigation' into the matter.

"Did they find anything?" He asked, as he sat on the edge of the rooftop.

 _"Apparently he was stealing school funds,"_ Gwen said. _"At least that's what MJ heard. And God knows where she gets her sources from."_

"Remember that time she heard the janitor was really a mutant?"

 _"Oh yeah!"_ Gwen exclaimed, giggling slightly at the memory. _"Stan the Janitor, able to shoot lasers out of his eyes."_

"Sounds legit," Peter joked, the two laughing.

 _"So what are you doing right now?"_ She asked. _"You at home?"_

"Uh, no, I'm kind of spandexing right now."

 _"Spandexing?"_ She asked, incredulously.

"Yeah, what would you call it?" He asked.

 _"Not spandexing, that's for sure. Seriously, being a hero is cool, don't make it lame,"_ she joked, good natured.

"Too late," he quipped.

 _"Anything crazy today?"_ She asked.

"Well, I fought the Terrifying Stilt Man," he informed her.

Gwen went silent on the other end.

"Hello?"

 _"Stilt Man?"_ She asked.

"Yeah, I know. He had metal stilts."

 _"You have such lame villains_ ," she snickered.

"My villains are awesome!" He defended. "Don't hate!"

 _"One of them was our principal."_

"The greatest evil of all."

 _"Lame,"_ she laughed.

Peter laughed along with her. It was strange, having someone else he could talk to about this stuff who wasn't directly involved in the life. Talking to the Avengers was one thing, but talking to a friend, much less his new girlfriend? That's completely different. "So, how's your dad doing?" He asked, a bit concerned.

 _"He's ok,"_ she told him, a sound of relief in her voice. _"He's doing a lot of physical therapy right now. He might need a cane, but other than that, he's ok."_

"Oh thank God," He said, happy. "I was really worried there."

 _"I know. That's why we're dating."_

Peter smiled, as he could just picture her smiling as well. Suddenly, he heard a beep on his phone. "Ah dang it, Gwen, I gotta go, I'm getting another call."

 _"Ok, talk to you later Pete,"_ she said. _"Bye."_

"Bye," he said, as he hung up the line, and answered the other call. "Hello?"

 _"Peter,"_ he heard a familiar, manly voice on the other end.

"Clint?" He asked, a bit confused. "What's going on?"

 _"You don't have school, and you sound like you aren't busy, we need you to come over,"_ he told him, seriously. _"Ben and Johnny are here too."_

"Uh, why do you need me to come over?" Peter was confused.

 _"We need a forth guy for Mario Kart,"_ he told him, directly.

Peter paused for a moment, processing what he just heard. He rolled down his mask. "I'll be right over," he said, quickly hanging up. He shot a web, and started to swing towards the tower, ready to rumble.

* * *

"Has he sent in a report?"

"Negative. He's gone quiet."

"Do you think he's been compromised?"

"Impossible. He's been conditioned to be the perfect operative. I'm afraid this may be the worst possible scenario."

"Which is?"

"He's gone rouge."

* * *

"Don't do it!"

Peter, wearing his costume sans mask, was sitting on the couch, controller in hand, next to Hawkeye on his right, Johnny Storm on his left, and the large, rocky, Ben Grimm on the end, all in civilian clothes, all playing Mario Kart on Tony's flat screen, and all getting really competitive about it. Natasha, also in normal clothes, was sitting on the adjacent chair to the four guys, reading a book, completely uninterested in their game.

"Peter, I see you have it. Don't do it," Clint warned.

"Sorry Barton, but I have it. I got to use it," Peter said, Johnny snickering next to him, seeing the situation at hand.

"Peter, don't!"

"You're first, he's in second," Ben observed. "Do it, Peter!"

"No!" Clint said.

"Too late," Peter smirked, as he furiously tapped at his controller.

"No, no, no, no no no no no, NO!" Clint said, the video game declaring that Peter won. "You did NOT just blue shell me!"

Natasha flipped a page in her book. "I think he did," she stated, not taking her eyes off her novel.

"I blue shelled you," Peter admitted. "And I won."

"That's not a real victory!" Clint yelled. "I demand a rematch!"

"Calm down," Ben laughed. "It ain't like we're not gonna keep playing."

"Yeah, take your loss like a man," Johnny snickered, as Clint stared daggers at the two.

"Clint, just admit it," Natasha piped up. "You're bad at video games."

"I am NOT bad at video games," Clint argued.

"The other day when you were playing you got chased down by the army."

"So? That happens all the time in video games."

"It was a tennis simulator," Natasha stated, making the others laugh loudly, Peter and Johnny falling over themselves, and Ben placing his arm on the back of the couch, howling with laughter as well.

Clint, meanwhile, fumed, embarrassed. "Fine, so I'm not the best at Mario Kart. Bet I can beat you at Halo."

Johnny scoffed. "I'm game. Peter sucks at shooters."

Peter raised an eyebrow. "What're you talking about!?" He asked. "I kicked your butt last time!"

"Please!" Johnny shrugged off. "Watching you play a shooter is like watching Ben trying to use a smartphone."

The Thing furrowed his orange brow. "Hows about you keep yappin' and see what happens to ya?" He threatened.

"I'm just sayin', you look like you're from the stone age. You already have the complexion."

"Why you little-!" Thing went to strangle his teammate, before the door behind them slid open, earning everyone's attention.

Mister Fantastic, Invisible Woman, Tony Stark, and the surprising form of Nick Fury appeared, all looking quite disturbed.

At seeing the SHIELD director, Hawkeye and Black Widow rose up at full attention, as the three non-SHIELD agents looked at each other in curiosity.

"At ease," Fury stated, making the two relax a little. The other three shared a look, before slouching slightly more into the couch. Fury, seeing them, rolled his good eye. "Stop screwin' around, we have a situation at hand."

That made everyone rise to attention, the tone in Fury's voice giving them an uneasy feeling. Ben looked at Reed, to see the distressed look in his best friend's eyes. "Strech, what's going on?" He asked, concerned.

"It's Victor," He said. "He's up to something."

Johnny chuckled slightly, easing up. "Seriously, that's it?" He asked. "We've beaten that clown how many times? We can kick his butt again."

"This is serious, Johnny," Sue dreadfully said.

"Stark," Fury ordered.

For once, Tony complied. "JARVIS, show up the schematics."

The image on the television suddenly switched to a 3D model of a cylinder-like device, with various plans next to it. It slowly rotated, showing off several strange attachments to it.

Johnny squinted at it. "What is that?" He asked. "Looks weird."

"It looks like a rocket," Ben observed.

"At first glance, yes," Reed agreed, before stretching the upper half of his body to get closer to the monitor. "However, when you delve deeper into its infrastructure, it doesn't have many similarities to any rocket that was previously developed. In fact, it uses a completely different chemical structure for fuel."

"That," Tony added. "And the fact that it has several theoretically unstable compartments on the sides, and it leads us to believe that it's way more than your daddy's rocket."

"So," Natasha started. "What exactly is it?"

Peter's eyes widened, as he recognized several of the chemical formulas written by the model. "It's a nuke..." he quietly figured out, causing panic from the ones who were unaware.

"That's right," Reed confirmed, grim. "Victor created his own nuclear weapon. And it seems to be more powerful than any other weapon on Earth."

At that moment, Captain America walked through a sliding door, a serious look on his face. "Are you debriefing them?" He asked Fury.

"Yes. We just got to the fun part," Fury dryly added.

"America ended the war when they dropped the bomb on Hiroshima," Steve stated. "It's one of my biggest regrets that I wasn't around to try and find another way, but it happened, and the Japanese rebuilt. This," he pointed to the monitor. "Is apparently 95 times deadlier than that. So powerful, anything that gets hit will be gone forever."

Peter stared wide eyed at the monitor. He was staring at the model for a weapon that could potentially wipe off humanity.

"Now, naturally, considering its creator, we don't really want to take a chance on this thing. Which is why we're invading Latveria," Fury revealed.

"What?" Clint asked, confused. "Don't we need permission from the Pentagon before we-"

"Agent Barton, we do not have time for the suits in Washington to stop bickering with each other," Fury stated. "Right now, the weapon's unfinished. In a few months time, when we can do this the 'right way', it may be too late. So we invade now."

"Operation: Secret War?" Natasha asked, dead serious.

Fury looked at her for a second. "That's right."

Clint didn't seem to like the idea. "That's only for-"

"For Omega level International threats, that's right," Fury interrupted. "Which this is. This is my call, and I've had advice from two of the brightest scientific minds in the world today. The operation begins Thursday, and if everything goes well, we'll be done in a month's time."

"A month!?" Peter exclaimed. "I can't go away for a month!"

"Peter, it's ok," Steve started. "No one's expecting you to-"

"Like Hell no one's expecting him!" Fury barked. "He's integral to the plan!"

"But, my aunt-" Peter tried to explain.

"Are you serious, kid!?" Fury yelled. "This is a matter of national security. I don't give a damn about your secret identity when it compares to this!"

"Fury," Tony cut in, standing in front of the director of SHIELD. "Calm down."

Peter stared at the billionaire, studying him. He was in a look better shape than the last time he saw him, as he was wearing an expensive looking suit, with his hair being styled once again. However, his hair was a bit longer, and his facial hair a bit thicker and unkempt. He appeared like he was stepping back into his former self.

"Stark, the last thing I need is-"

"The kid's an intern of mine," he stated, giving a tired smirk. "He just needs to tell his aunt that he won a trip to Europe for a month for a future business leaders summit."

"I won a what?" Peter asked, a bit confused.

"You heard me. Just explain it's a vacation," Tony told the kid.

"I...don't know if that'll work," Peter honestly said, thinking about it.

"Just say how important it is, yadda yadda," Tony stated. "Ok?"

Peter thought for a moment. "Ok."

Fury sighed slightly. "Alright. The rest of you, remember, Thursday. Dismissed."

With that, everyone scattered, all leaving the room except for Tony. He quickly grabbed Steve's shoulder, and waited for everyone else to go. He saw Spider-Man swing off the balcony behind him, before turning back to Steve. "Get on your nicest evening wear. We're going somewhere."

* * *

"Perhaps the calcium is making it unstable?"

"Fool. That's the only reason the formula wouldn't kill the user outright."

Norman Osborn was at his main lab in Oscorp, as he was currently in a think tank with some of his top scientists, trying to replicate the super soldier serum using the prototype that was given to him.

"Maybe an extra phosphide molecule could balance it out?" One of the scientists suggested.

"No," Osborn dismissed. "It wouldn't mix with the chlorate that's already in there."

"Ammonia?" Another one, a girl, thought.

"Are you trying to turn this into mustard gas? No," Norman scolded. He thought to himself, frustrated, trying to figure out why the formula was so hard to crack. If only he had Steve Rodgers, if only he could analyze his blood...

He might as well forget it. Rodgers would never volunteer, and there was no way he could quietly kidnap Captain America. Not when he's on the Avengers.

Osborn needed to think of something fast. He needed results. Why they needed an exact replica of the formula was completely...

Wait, they don't need an EXACT replica. Just something to get the job done."

"We're done trying to recreate the formula," he announced, to the utter astonishment of his workers. "Right now, we use this as the base. And we create our own super solider formula."

Osborn gave a devious smile, proud of his idea, and ready to execute it.

* * *

"Peter, I'm not sure that's such a good idea."

Peter was in the living room of his small house in Queens, talking to his beloved Aunt May about a trip to Europe.

"But Aunt May, it's really important to me!" He argued, trying desperately to convince her. He saw how angry Nick Fury was at him, and he really didn't want to see it again.

"I know, but, to go to another continent, it's just..."

"This could really help me!" Peter said. "If I could go to Europe to go to this convention, colleges would love me! I could go anywhere I wanted!"

"Peter, it's another continent," she repeated. "And I don't know who you'll be with. It could be dangerous."

Peter immediately thought of the irony that a vacation to Europe would be dangerous, even though what he was planning on actually doing was ten times more deadly. Not to mention the fact that psychopaths would try to hurt him on a daily basis. But no, backpacking around Europe would be what got him.

"Aunt May, I-"

He was cut off by a knock at the door, making the two pause and look at it.

"Are you expecting anyone?" Peter asked.

"No. I thought it was for you," she told him.

Confused, Peter went up to the front door, and opened it, making his eyes widen, and his aunt gasp in surprise.

Tony Stark, wearing a three piece suit and sunglasses, stood before him, with Steve Rodgers, wearing a blue plaid shirt and khakis while holding a cake, standing next to him.

"I hope we weren't interrupting anything," Tony said, with his trademark smirk on his face.


	35. Chapter 35: Mister Stark Comes to Dinner

**A/N: Hello everyone! I would just like to let everyone know that I have a new story out now, called "The Wolf and the Bat". It's a crossover between Batman and Wolf Among Us, and will follow both Batman and Bigby Wolf as they sort through a mystery in Gotham. If you're interested, please give it a look. Now, please enjoy the chapter.**

* * *

Peter could feel his head spinning, the sight before him being something he never thought he'd see.

Tony Stark and Steve Rodgers. Two of the founders of the Avengers, and two of the most important people on the planet. And they were standing on his front porch in Queens.

"Well, Mister Parker," Tony said, looking at the teenager with a knowing glint in his sunglasses. "Are you going to invite us in?"

Peter, silent, nodded, as Tony entered the living room, acting like he owned it. And considering the fact that he could buy it with the change in his pocket, that wasn't a complete fantasy. Steve slowly followed after him, as he gave a guilty look towards Peter, almost begging him for forgiveness. Obviously, he was brought along without being told where he was going.

Tony scanned the room, nodding slightly. "Nice place, maybe a bit small, but hey, it's cozy."

"Hello, Mister Stark," Aunt May greeted, the initial shock going away as she just stared awestruck at the man. "It's a pleasure to have you."

"Thanks for having us!" He said, as he gently took her hand and shook it. "I apologize for just barging in like this, but I thought it'd be a nice surprise."

"Yes, it is!" Aunt May agreed, before her eyes focused on the blonde in the room. "And it's nice to have you also, Mister...?"

"Steve," Tony finished for her. "My bodyguard, Steve."

Steve shuffled the cake he was holding to one hand, to greet the elderly woman. "Nice to meet you, ma'am."

Peter was trying to regain himself, and tried to act appropriately to the sight of Tony. He had to act like Stark was nothing but his boss, one that he doesn't see often. He's just thankful that Cap wasn't that recognizable out of his outfit. No one suspects that a blonde muscular man was actually a 90 something year old living legend.

Tony, meanwhile, was studying the living room, trying to get a feeling of how the kid lived. He had a feeling that Peter didn't give him the full scale about how they lived. He wasn't quite sure why the kid was so secretive about his home life, but he didn't feel like prying. While he looked around, he came across a small table, with a lamp, and an old photo in a wooden frame sitting on top of it.

He looked back at the three other people in the room, to see Steve and May exchanging pleasantries, while Peter stared at them with wide eyes. He turned back towards the table, and picked up the photo, getting a closer look.

It was a picture of a younger May, a very young Peter, and a man who he can only assume is Peter's Uncle Ben, all looking very happy at what appears to be a park.

Ben's smile captivated Tony, who couldn't help but think about his own family compared to this photo. The wide smile on Ben, with a look of complete happiness, just showed everything that anyone needed to know about the man. How he did everything he could to support his family. How he loved nothing more than his wife and nephew.

Tony wished he knew this man. He would've enjoyed it so much to have a conversation with this man. Unfortunately, that will never happen. He set the photo down, before walking back over to the others. "So, we didn't miss dinner, did we?" He asked.

May beamed at him, still not able to figure out why this billionaire was at her home. "It's just about finished," she stated.

"Good!" Tony stated. "Steve brought a cake."

May looked at the apparent bodyguard, who in response, presented the dessert, with an innocent look on his face.

"Well, isn't that sweet of you?" She said, as she gave the blonde a sweet smile, and took the cake. "You can all come into the kitchen if you'd like. Peter, please keep our guests company."

"Yes, Aunt May," Peter said, as the three followed her into the kitchen, with the brunette giving Tony a death glare, as the billionaire smirked back.

* * *

Sam Wilson hated being in Australia.

It was a beautiful land, no question. And the people were friendly enough, no question about it. And the weather was nice enough.

But while he was walking around Sydney, he couldn't help but think of one thing while looking at the unique architecture, the people all around him.

There was no way he would be able to find anybody on this damn continent.

There were more open fields than cities here, and while the fields were expanse and large, the cities were jam packed with people. And considering how he was trying to be covert, he couldn't use the public database systems on the place.

Meaning he had to find his target, the old fashioned way. With detective work. And he was no detective.

Still, he was able to figure out that the man he was looking for left Germany for this place. Maybe he can find him. Although, he was incredibly frustrated, and the only reason why he was doing this is because Captain America himself asked him to.

So he'll keep searching. Even though he'd rather do anything else.

* * *

Peter was sitting at the kitchen table, slowly eating his food, as he looked back and forth at his Aunt and the two Avengers sitting at the table.

Steve was quietly eating, while Tony himself couldn't help but to comment on his dinner. "You absolutely have to give me the recipe to this casserole," he told the elderly woman. "It's some of the best food I've ever had."

"Sorry," she started. "Family recipe."

"I'll pay you," Tony told her.

"I'm sure you would. But I don't want this in a box on a store shelf. This is a secret Parker recipe."

Tony frowned slightly. "Ugh, fine. Just so you know, I only deal with science, thank you."

"This is very good, Miss Parker," Steve told her, taking another bite of food.

"That's very kind of you. You must know food too, considering how big you are!" She said. "I don't think I've ever met someone in such good shape."

Steve smiled awkwardly, not exactly liking the compliment. "Thank you, I just...exercise, is all." He said, trying his best to not reveal anything.

Tony started coughing. "Drugs," he said through the coughs, as only Peter and Steve heard him.

"What?" Aunt May asked.

"I said, I want to buy the recipe off you," he started up again, desperate to get quality food like this on a daily basis.

"And I said no. You obviously didn't make your money by listening, did you?"

"Nope."

Peter couldn't take it anymore. "So, Tony, why are you here?" He asked, rough and to the point.

"Peter!" Aunt May exclaimed, aghast. "That is no way to talk to a guest, especially one that's older than you!"

"It's fine," Tony told her. "I hate being called Mister Stark. Makes me feel old."

"Aren't you?" Steve asked, making Tony look at him with a bemused look. They both know that this is the only time that Steve couldn't be made fun of for his age, and it seemed the solider was taking his chance for revenge with both hands.

"I'm young at heart!" He defended. "Anyway, we came by to talk to you about Peter's trip to Europe."

"Yes, well, while I'm so proud of Peter for earning it, I don't think it's completely safe, considering your history, Mister Stark, and your current occupation."

Tony set his jaw, considering it. "I'm only funding the trip," he told her, taking her by surprise. "I'm not coming along. Europe's boring. I mean, it was nice the first dozen times, but-"

"So wait," Aunt May interrupted. "Excuse me, I don't mean to be rude. But what is this for, exactly?"

Tony raised an eyebrow. "Didn't Peter tell you?"

May just looked at him. "I want to hear it from you."

Tony took off his sunglasses, as he put them in his suit's coat pocket. "Ok. Your boy is gifted. He really is. I have never met a brighter mind from someone his age. He has produced more work than any other worker of mine, and I think he deserves a trip to Europe."

Peter looked at the man, a bit touched by the kind words. Even if he was just saying them to fight off an evil dictator.

May smiled at her nephew. "That's very true. But he's still a young boy, and-"

"With all due respect, Miss," Steve started. "Your boy is a fine young man, and since his school is closed down for the foreseeable future, he has no real commitments. I'm going to be the supervisor of the trip, and he will come back to you safe and sound. You have my word."

May looked at Steve, with wide eyes. There was just something so...honest about the man. Something she can't quite put her finger on. She thought for a few moments, before turning to Peter. "Are you sure you want to go?"

Peter nodded, as the room grew silent. After a moment, Aunt May sighed.

"Alright," she relented, looking at the billionaire. "It obviously means a lot to you that my nephew goes."

"Just trying to make the Stark name look good," Tony said. "Which isn't hard, considering how damn handsome I am."

Steve rolled his eyes. "Yeah, not bad for someone close to 50."

"I'm 42!" Tony shot back.

"Thanks, Aunt May," Peter said, smiling. Seeing how happy her nephew was, she smiled back.

"It's nothing, dear," she stated. "You earned it. Just please don't decide that this is the perfect time to start acting like a normal teenager, and do something stupid."

Peter chuckled. "I won't, Aunt May."

Tony leaned over to Steve. "So that's where he gets it from," he whispered, making Steve nod in agreement.

The room fell silent again, as the four people just sat with their thoughts. After a few moments, Peter cleared his throat. "So, how about that cake?"

"It's chocolate!" Steve announced, as he got up from his chair to get it.

* * *

"Mission control, we have a situation."

"Come in, operative."

"We have engaged the target, but...oh God...they're all dead."

"Operative?"

"Target killed the squad, they're-oh-No, stay back! NO!"

"Operative!? Operative!?...Sir, we lost him."

"Damn."

* * *

On the front porch of the Parker residence, Tony and Steve were saying their goodbyes to Aunt May, as Peter watched over the interaction, anxious.

"Thanks for a wonderful meal, Miss Parker," Tony said, shaking her hand.

"It was a pleasure to have you. You're still not getting my recipe."

"Dang," Tony stated, as Peter smiled at his Aunt. Tony then looked to the brunette. "If it's ok with you, we have to talk to Peter privately for a second."

"Of course," she said, as she turned around back into the house closing the door behind her.

The second the door was closed, the smile on Peter's face dropped, as he turned to Tony, angry. "What were you thinking!?" He whisper-yelled at the billionaire.

Tony shrugged. "I figured it would help. And it did."

"Do you know how bad that could've gone!?" Peter asked, furious. "One slip up! ONE! And she would've thought something was up!"

"But she didn't, and we all had a nice dinner," Tony stated. "Isn't that right Steve?"

"Don't drag me into this," he said. "You didn't tell me that this was what we were doing. You just told me to bring something."

"And you brought a cake," Tony said, matter-of-factly.

"I brought a cake," Steve confirmed.

Peter rolled his eyes. "Yes, and it was scrumptious, but that still doesn't excuse the fact that two Avengers just came into my house! I mean, Tony, I'm glad that you're acting more like your old self, but that isn't cool!"

Steve frowned. "I agree, this probably wasn't the best way to go about this."

"You're wrong," Tony told them. "This was the best way."

"It got the job done," Steve admitted. "We needed you to come with us to Latveria, now you have a alibi."

"See?" Tony said, pointing at the blonde. "He agrees with me."

Steve just looked at the man, unimpressed. "Stark, this was still very irresponsible and brash. This was downright stupid."

Tony slumped slightly. "Name-calling? Really? You're a national icon and you're insulting me. You're a terrible role model."

Peter shook his head. "You're both giving me a headache."

"It's a tie!" Tony exclaimed, walking towards the sidewalk. "I can live with that."

Steve sighed, exasperated, looking at Peter. "I apologize. Sincerely, I'm sorry. I wouldn't of done this if I knew."

"He's a liar! Terrible role-model!" He called, as he pressed a button on his watch, calling a driverless limo to his location. The long vehicle pulled up to the curb. "Come on, Spangles, we got things to do."

Steve gave another sigh. "I'll see you on Thursday. Be there at 8 AM. Sharp."

"Yes, sir," Peter said, as Steve walked towards the limo, joining Tony in the back seat. The doors slammed shut, as the car peeled off down the road. Peter walked out to the sidewalk, looking after them.

A few seconds later, his friend, and close neighbor, Mary Jane Watson walked up to him, also looking at the where the limo sped off at.

"Hey," she greeted, still looking.

"Hey," Peter mimicked, hunching slightly.

"..."

"..."

"..."

"..."

"...Was that Tony Stark?"

"Don't ask," he told her, as he turned around, and walked back inside his house, thinking about what to do to get ready for Thursday.


	36. Chapter 36: Deployment

Today was the big day.

Spider-Man swung towards Stark Tower, trying his best to calm his nerves. He's done some crazy things, sure, but nothing compares to this. He's fought off street crime, took on scorpion men, invaded a crime boss's tower with a killer, a mutant, and a guy dressed as a devil. Heck, he fought off an amusement park once.

But this? This was the big leagues. He never thought the Avengers would bring him along with this. He's going to another country to fight a dictator. The most powerful dictator in the world. The dictator that has constantly fought off the Fantastic Four, and thought nothing of it.

He was going to war. A secret war, to avoid all of the political debates, lead by Nick Fury, literally the most shady man who ever lived, to shut down Latveria's nuclear program. Because they have a nuke. That could kill everything.

Oh dear God, what was he doing here?

He was a teenager! He was a 16 year old kid, who just got his first girlfriend, and his job back. If anyone ever found out about this, if the government found out about this, they would hunt him down. No one would be able to help him. He would be arrested, unmasked in front of the world, and prosecuted to the fullest extent of the law.

He could only imagine the reactions. How his Aunt May would just die from sheer shock and embarrassment.

He could picture the headlines from the Bugle now. **_"Spidey a Crook, I was right!"_**

But he swallowed his fear, because this is what he needed to do. He needed to help the others. That nuke needed to be shut down. That was what he had to do. This was his responsibility.

He reached his destination, as he clung to the wall of Stark Tower, crawling up the side of the building to reach the balcony. He hopped over the railing, and looked around the living area of the tower, hoping to see someone. "Hello?" He called. "Private Spidey here, ready to wage war, sir."

"Ugh, kid, calm down," Tony called, as he suddenly rose up from behind the bar, bottle of liquor in one hand, as he propped himself up with the other. He was wearing an undershirt and sweats. "Tony's got a hangover. Ugh." He stood up, as he held his head for a second, before putting the bottle down on the counter. He then checked his watch. "Wow, you are here early. Eager to invade a foreign country?"

"Early?" Peter asked. "Cap said to be here at 8. It's 8."

Tony looked at the teenager, amused, as he just scratched his beard.

"What?" Peter inquired.

"You forgot about daylight savings time, didn't you?" Tony said, a smirk on his face.

"I..." Peter trailed off, as he suddenly remembered. Daylight savings time happened just the other day. "So, you're telling me-"

"You're an hour early," Tony stated. Peter just stared at him with wide lenses, before face palming. "Don't worry though, I have something cool to show you."

Spidey looked up at him. "Is it a phone that automatically updates the time? Because I need it, apparently."

Tony chuckled slightly, before wrapping an arm around Peter's shoulder and leading him to the lab. "I'll tell you what. I'll buy you a new phone when you get back from Latveria. How's that sound?"

Peter smiled at the man. "Sounds pretty good."

The two entered the elevator, as the doors closed behind them. The elevator went down, as light rock music played over the speakers. Noticing the strange choice in music, Peter took off his mask, and gave an intrigued look at Tony.

"Best elevator music ever," the Avenger stated.

"What band is this?" The teenager asked.

Tony raised an eyebrow at the wall crawler. "Seriously? Tears for Fears?"

"Never heard of them," Peter determined.

"Everybody Wants to Rule the World?" Tony implored, hoping that it would ring a bell.

"Nope, nada," Peter shook his head.

Tony sighed, rubbing his face with his hands. "I've never been more disappointed in you," he told him, as the elevator opened, and the two walked out into the lab, still disorganized beyond repair. "Seriously, I don't know if I still want to give you your present."

"I'm 16. Sorry I'm not an 80's fanatic," Peter said.

"You know Star Wars, right?"

"I know Star Wars."

"Then we're good," Tony said, as he directed his protégé towards a table with a cover on it. "Are you ready for the most amazing thing in your entire life?"

"Is Tom Hanks under there!?" Peter asked, jokingly.

"Ha ha. This is way cooler," Tony answered.

"Cooler than Tom Hanks? Impossible."

"Then I made the impossible," Tony quipped, as he ripped the cover off of the table, to reveal his gift.

A red and gold Spider-Man suit, the gold spider logo larger than it was on his normal costume, with it spread all the way to the back, connecting the two symbols together.

Peter stared at it, in awe. "What...is it?"

Tony, pleased with the expression on Peter's face, smirked in victory. "This...is the Iron Spider armor. Made with some of the fibers I use in my suits, it can survive extreme pressures, extreme temperature, it's bulletproof, aerodynamic, and has some pretty neat features."

"Like?" Peter asked, really excited, and totally geeking out.

"Here," Tony said, as he grabbed the suit, and then threw it right at Peter. The suit, in mid-air, opened up, and wrapped itself around Peter, putting itself on.

"Whoa!" Peter exclaimed, as the armor completely covered his body, attaching itself to his body, and putting a new mask on him. Peter looked at his hands, and studied the rest of his body, amazed. He looked at the mask from his other costume in his hand, seeing his reflection in the lenses, to see how the costume looked on him.

"Pretty cool, huh?" Tony asked, crossing his arms.

"Man..." Peter muttered, awestruck.

"Oh yeah, one more thing," Tony said, as he walked up towards his intern. He then pressed a few specific spots on his back, making four metal appendages pop out, startling the brunette, and knocking over a few things off the nearby tables.

"Holy-!" Peter gasped, as he observed the arms. He lightly poked at the sharpish tip of one of them, intrigued. "What are these things?"

"Iron Spider arms," Tony explained. "You can use them to crawl up walls faster and as weapons. Fun, right?"

"It feels a little...Doc Ocky..." Peter admitted.

Tony frowned. "His grabs stuff. Yours is more...pointy."

"Right. Still cool," Peter stated, looking at the suit once again.

Tony, proud of himself, looked at the boy. "Guess who's ready to invade a country?"

* * *

"Dammit Octavius, why are we waiting!?"

In an undisclosed base, somewhere in New York, Otto Octavius looked at his biggest endeavor to date. The villains he had been gathering, the enemies of his hated rival, were all sitting at a round table in front of him. Rhino, Scorpion, Mysterio, and the Vulture were all staring at him, anxious.

However, one person in particular, was a bit more jumpy than the rest.

"Electro, will you please calm down?" Otto politely implored.

"Calm down!? Here you are saying you have this big master plan, and we're just sitting here on our hands!" He yelled. "What's the frickin' point!?"

"Mister Dillon, we cannot rush this. We must wait."

Rhino raised an eyebrow. "Wait for what?"

Otto gave the large man a slightly disappointed look, before he started pacing around the table on his large, metallic arms. "The reason why we have gathered together, is because independently, we have failed against the spider."

"Yeah, no duh," Electro rolled his eyes. "Now we have the twerp outnumbered six to one! So let's just find him and fry him!"

"Patience, Mister Dillon," Otto stated. "Our mutual adversary is crafty, intelligent, and more over, has more friends now than he used to. I'm sure I'm not the only one who watches the news. Spider-Man is allies with the Avengers. And since I don't want to go against Captain America, we need to wait until we are sure he's alone, and that he's weak."

"What's going to make him weaker than he is now?" Mysterio asked.

Otto smirked. "While we are waiting, right now, he is out there. Defending the city from 'injustice', saving people from precarious situations, and everything in-between. Every time he goes out there, he gets more worn down, more tired, more weak. Meanwhile, we bide our time, and grow stronger." Otto kept pacing around his comrades, as their eyes were locked on him. "Gargan, I fixed your mind. Rhino, I gave you opportunities you could of only dreamed of before. Beck, Toomes, I helped improve upon your technology. And you, Mister Dillon..."

Doc Ock gently wrapped on of his metal appendages around Electro's shoulder.

"I will give you the pleasure, of killing him yourself."

Electro stared at the mad scientist, before a wicked grin spread across his face, just imagining the prospect.

* * *

"Everyone ready?"

Nick Fury was in the living area of Stark Tower, seeing a sight that most people would kill for. Reed Richards, Mister Fantastic, Sue Storm, the Invisible Woman, Johnny Storm, the Human Torch, Ben Grimm, the Thing, who all made up the Fantastic Four.

The first superhero family.

Next to Steve Rodgers, Captain America, Natasha Romanoff, the Black Widow, and Clint Barton, Hawkeye. They were three members of the Avengers.

Earth's Mightiest Heroes.

The greatest heroes of the planet, all geared up, all in their uniforms, and all standing side by side, ready for action.

"Where's Parker?" Barton asked, sorting his arrows around in his quiver.

Natasha looked at the American icon next to her. "You did tell him 8, right?"

Steve nodded. "I told him 8," he confirmed, as he placed his shield on his back.

Johnny scoffed behind them. "Ah, that's just Pete. He's probably stuck saving a cat from a tree or something."

Ben rolled his eyes. "He's still more punctual than you."

"Uh, hello? I'm here, he's not."

Sue walked up next to him. "That's because your big sister dragged you out of bed with a force field bubble."

Johnny rubbed the back of his neck, giving a stupid smile, as he knew he was cornered. Ben and Sue chuckled at the young man, as Reed watched his family's interactions, smiling fondly.

Suddenly, the elevator opened up behind them, making everyone in the room look towards it. Out of it walked Tony, who was still in his relaxation outfit, and a red and gold Spider-Man.

Johnny's eyes widened at the sight. "Whoa! Dude, that suit's awesome!"

The mask that was covering Peter's head retreated to his neck, exposing his face. "I know, right?"

Johnny laughed in glee at the costume's display, before turning towards Reed. "Can we get new suits?" He asked.

Reed furrowed his brow, as he looked at the younger man. "We don't need new suits," he stated. "Yours already has unstable molecules. There isn't much more we need to improve on."

"But they're soooo old..." Johnny whined.

"We got these ones just last week," Thing pointed out.

"I meant the design! I mean, look at how cool Peter looks. That's what a new design can do!"

"Actually," Tony interrupted. "That's what Stark tech can do."

"Can you make us new suits?" Johnny asked, making Reed look at the blonde, slightly hurt.

"Any color you want," Tony told him.

"White and black."

"Deal," he said, shaking Johnny's hand. Tony then looked at Reed, and stuck his tongue out, the stretchy scientist giving a disapproving look. Stark one, Richards zero.

"Ahem," Fury interrupted. "If we're done with the superhero fashion show, we have a madman to stop. Everyone, Quinjet. Now."

The others were all making their way towards the hanger, until Peter stopped, noticing that Tony wasn't moving. "Tony? Come on and get some armor on, I wanna kick a dictator in the face as fast as possible."

"Uh, yeah, kid, about that..."

"Mister Stark won't be joining us," Fury told the teenager.

Peter's eyes widened in surprise. "Wait, what?"

"I'm not coming," Tony reiterated.

Peter was confused beyond belief, not knowing why his friend wouldn't come with them. "Why?"

"I'm...retired," Tony announced, as he walked towards his bar, getting a drink. He poured some liquid into a glass, as his back was to the young hero, the gaze from his eyes piercing behind him. He suddenly found it hard to face him, and he wasn't quite sure why.

"You're what!?" Peter exclaimed, not believing what he was hearing.

Tony went silent for a second, before taking a stiff drink. He turned around, facing the teenager again. "I'm done being Iron Man. I just can't do it anymore, kid."

"What kind of excuse is that!?" Peter asked, visibly hurt. "You think this is easy for any of us? Do you see any of us quitting?"

"Look, Peter, I know this might be tough, but-"

"But what!?" Peter asked. "What? We're about to go destroy a nuke in a foreign country that was made by a madman, and after you went out of your way to make sure I was part of this, and giving me this suit, you're going to just bail!?"

"Kid, I-"

"Do you see me quitting, even with everything in my life? Do you see Captain America over there quitting?"

"I'm not quitting, I'm retiring," Tony clarified. "There's a difference. I'm still giving support. Just not out on the field."

"Iron Man is a symbol," Peter suddenly stated, making the room go quiet, as the brunette stared tensely at the billionaire. "People see you, and they think that they can do anything, as long as they try. That's what people see when you fly by. That's why people love you. Not the money, not the sports cars, not the hot chicks. But Iron Man, and everything he represents."

Tony looked at his intern, and he could feel how disappointed Peter was at him. He knew that he'd have a hard time understanding his retirement, but he had to do it. For him. For his life. "Kid, that's nice and all, but-"

"But, but, but, but!" Peter mocked. "What's the but!? What's this super important but!?"

"But I-"

"But!"

"I just-"

"But!"

"I'm scared!" He blew up, making Peter silent, the rest of the room just staring at him. "I'm scared, ok!? You happy now!? I feel like people are targeting me, and the worst part is, I don't even know if I'm being paranoid or not! I go to bed hoping that Stark Tower's defenses are strong enough to hold out whatever wants to kill me this week! I pushed away Pepper to keep her safe, I had to break up with her, and she hates me! She hates me, and I just..."

Tony closed his eyes, lightly shaking his head. He opened his eyes again, staring away towards a wall, while taking a giant gulp of his drink. Peter was just looking at him, stunned at the emotional outburst. One that Tony Stark wasn't commonly known for.

"Look," Tony continued. "I want her back. I do. I want to try to get my life back on track. This tower will always be home to the Avengers. That will never change. And I'll help you and the others from here. But I can't put that suit on again. I just can't bring myself to do it."

Peter stared at his mentor. One of his role models. Ever since he could remember, Tony Stark had been a role model for his scientific side. But now...now Peter wasn't quite sure how to feel. "With great power comes great responsibility."

Tony looked at him, confused. "...what?"

"With great power comes great responsibility. Even if you might not want to, we have to keep doing this. No matter how difficult it gets, heck, especially because of how difficult it gets, we have to keep going."

Tony got an unreadable expression on his face. "Why?"

"Because we can," Peter answered, without hesitation.

Tony just stared at him for a few moments, before turning away from him, and started to walk away. "Not me. Not anymore."

Peter watched as the billionaire finished off his drink, before disappearing in the elevator. Peter absent-mindedly stared at the closed doors for a long moment, before he felt a comforting arm wrap around his shoulder. He looked up, to see Sue Storm, with apologetic eyes. She's been friends with him long enough to see when he was hurt.

"Come on, Pete," Sue said. "We have to go."

The two started walking towards the hangers, as the rest joined them.

"About damn time the petty drama ended," Nick Fury grumbled. "We have to make one more stop since Stark decided to put on his loafers and collect his pension."

Peter curiously looked at the director of SHIELD. "What are we getting?"

"Another pair of hands," Fury told him, as the group kept walking. Peter gave one final look behind him, as he joined the rest, ready to begin, and anxious to see what will happen.


	37. Chapter 37: Secret War

**A/N: I'd like to apologize for how long it took to get this chapter out. Unfortunately, I've gotten kind of busy, so it looks like this will be the norm from here on out. I'll try to write whenever I get the chance. Please enjoy the chapter.**

* * *

"Oh my God, this is the most awesome thing that's ever happened to me in my entire life."

Ant-Man looked around at the heroes around him, as he sat on a bench in the Quinjet, star struck. Not only was he near his all time favorite hero, Captain America, he was also near his fellow Avenger teammates, and to his delight, the Fantastic Four.

"The Fantastic Four?" He asked aloud, not believing his luck. "Seriously, I'm teaming up with the Fantastic Four, and fighting Doctor Doom in Latveria? This is super cool."

"No one is fighting Doctor Doom!" Nick Fury, who was on the other side of the jet, roared. "This is a strictly covert mission." The director then marched closer towards Scott, who had opened his helmet. "If I find out that you openly engaged with anyone, I will personally find the biggest, deepest hole in the world, and throw you in it. Understand?"

"Uh, yes sir," Scott nervously said. When the scary, one-eyed man walked away, Scott turned to his other side, where a newly suited Spider-Man sat. "Is he always that intense?"

Spider-Man didn't acknowledge him, as he stared off into space.

"Uh, hello?" Scott waved his hand in front of Peter's face, snapping him out of it. "Earth to Spidey?"

"Oh, uh, sorry, were you talking to me?" Peter asked, a little embarrassed.

"Bug Bro, what's wrong?" Scott asked his friend. "You seemed out of it since I got on. Are you worried your costume looks stupid? Because it looks really cool."

"No, it's just..." Peter sighed a little. "I got a lot on my mind."

Which wasn't a lie. In between finding out that Tony was retiring and invading Latveria, Peter had a million things running around in his brain. Next to the usual fits of social anxiety and fear for his life, of course.

"Ah, relax man," Johnny Storm, who was sitting on Peter's other side, told him. "We've beaten up Doom hundreds of times."

The web head heard Fury audibly sigh. "Since you all are so gung ho, I'd like to repeat myself. NO ONE IS OPENLY ENGAGING DOOM, OR ANYONE ELSE WHO COULD START WORLD WAR 3! OK!?"

Johnny just nodded. "Yeah, yeah, we get the drill." His sister, Sue, smacked him in the back of the head for his rudeness. He stuck his tongue out at her, before turning back to Peter. "Anyway, just relax. The sooner we're done here, the sooner we can have another video game night."

Scott opened his helmet, a hurt look on his face. "You had a video game night without me? We're suppose to be bros!"

Spidey turned towards him, his arms up in defense. "We are bros! They just invited me at the last second, and I didn't know if you were busy or not!"

"Yeah, right," the tiniest Avenger scoffed. "'I was busy'. I wasn't doing anything! I was watching reruns of Cake Boss."

"Good show," Peter said.

"I know, right?"

Hawkeye smirked from across the jet. "Ah, don't worry about it. I would of crushed you anyways."

"Pfft, yeah right," Scott rolled his eyes. "I could take you any day."

"Please, I'll destroy you!" Hawkeye bragged.

"Name your game!"

"Super Smash Bros!"

"It's on!"

"You're both grown men," Natasha loudly interrupted.

"You're all idiots!" Fury roared, thoroughly annoyed beyond belief. "Seriously," he started muttering to himself. "Where the hell is Duggan when you need him?"

"So, anything else we can know about Latveria?" Captain America asked, trying to get things back on track.

Reed nodded, as he continued sorting through information on a panel, making sure everything was ready. "Latveria was a democracy until a few decades ago when it was taken over hostilely by Victor. Since then, no one has reportedly left or entered the country, and even though most of the funds go straight to Victor's desires, they still worship him as a deity."

Ben, who just woke up from a nap, stretched his arms. "Morons," he mumbled, still waking up. "Entire country is filled with whackjobs."

"Sounds like a fun tourist spot," Peter joked. Suddenly, a hologram of what looked like a town with a castle popped up in the middle of the jet, taking him by surprise.

"Alright," Fury started, as he got to the front of the jet. "Time to review the plan. We're splitting into three teams. Team 1, Agents Romanoff and Barton, along with Captain Rodgers, will shut down substations along the city, causing a distraction. Team 2, the Fantastic Four, will work on the main generators on the outside of Castle Doomstadt, shutting down the security systems."

"Uh, and what about us?" Ant-Man asked, gesturing towards himself and Peter.

"There's a satellite tower in the middle of the town's square. For whatever reason, Doom doesn't have all of his security hooked up to his own personal generators, and uses this tower for a few defenses. Including a laser covering an air vent that's outside the castle and leads straight in. That's where you two come in."

"Wait," Spidey said. "We're infiltration?"

"Yes. Yes you are," Fury answered. "Your job will to be get to the room with the nuke, knock out any defenses inside, and hold the fort until the other teams regroup at your position."

"Excuse me," Reed called, looking up from his computer, and earning the attention of everyone on the vehicle. "But we've arrived."

Fury gave a short nod. "Right. Open the Quinjet!" He ordered the voice activated technology.

In response, the back of the jet suddenly opened up, the whine of whipping air making its way inside. High above the sea of clouds, the Quinjet slowly started lowering itself through, to show a large, almost medevil like castle in the distance, with ancient cottages and cabins surrounding it, stone roads connecting it all together, with only splashes of 21st century technology around to show any signs of keeping up with modern times. The whole placed seemed oddly quiet, and yet, strangely gothic.

"Whoa..." Peter quietly whispered, in awe of the sight.

"Barton?" Fury called.

"On it," Clint stated, as he got up, and broke out his bow. He then crouched to one knee, before pulling an arrow out of his quiver, and placing it on the string of the bow. He pulled back, closing one eye, before firing.

The arrow soared gracefully through the air, before embedding itself into the satellite tower in the middle of town, and emitting an EMP pulse.

"There you go," Barton casually told the others. "You're up, guys," he stated, looking at Peter and Scott.

"Uh, right," Peter mumbled, as the two got up from their seats, and near the opening in the ship.

"Remember," Fury said. "No open conflict."

"Aye aye, Captain," Peter said.

"Was that a pirate joke?" Fury asked, dead serious.

"Uh...no..." Peter drawled. He then turned to Ant-Man, who just closed his helmet. "Can we go before I end up in Siberia or something?" He whispered.

"Sure," Scott said, before raising his fist up. "Bug Bros?"

Peter bumped it. "Bug Bros."

With that, the two jumped off the Quinjet, and into the airspace of Latveria. The wind quickly pushed against them, as they both plummeted faster and faster towards the ground.

"Hey, bro?" Scott called.

"Yeah?" Peter called back.

"Any chance I can hitch a ride on your shoulder or something?" He asked, trying to be heard over the whipping air. "I just realized that I'll die if I hit the ground."

"You just realized that!?" Peter asked. "You didn't think of that before just jumping out of a jet?"

"Hey, I have an eight year old daughter at home, and I stayed up until three in the morning watching Cake Boss," he defended. "You're lucky I'm still functioning."

"Just get on!" Peter responded.

Scott then shrunk down, before throwing himself towards Peter. He rolled down the sleek iron back of Peter's costume, before grabbing onto his collarbone. "Do you have a plan!?" He screamed, a little panicked.

"Yeah! Hold on!" Peter said. He may not of been exactly happy with the man at the moment, but if there's one thing Tony Stark was good at, it was making technology. That faith was the only reason he even considered jumping out of the Quinjet.

Of course, it WAS Tony...

Peter spread his arms out wide, before pulling himself up slightly, going against the wind. After a few moments, he caught himself in the air, as he swooped upwards slightly, before effortlessly gliding along the sky, gently descending himself down towards the outside of the castle.

"Whoa..." Scott gasped.

"Aerodynamic," Peter simply answered.

"This is so cool..."

"Cool? Maybe. Weird? Oh heck yeah."

"Weird?" Scott asked. "How is this weird?"

"I'm flying around in a foreign country to stop a dictator from launching a nuke with a tiny man on my shoulder. This is super weird."

"Actually, that sounds like the plot to a really good children's book," Scott stated. "When we get back, want to co-author?"

"I don't think the Bugle would give me a fair review," Spidey stated, as the two landed right on the ground, next to the air vent they had heard about.

Scott jumped off Peter's shoulder, and landed in among the blades of grass. "Here, let me get that for you," Ant-Man said, as Peter saw a tiny speck fly in through the grates of the vent. After a second, the grate flew off its hinges. "Ta da!"

"Nice work," Peter complimented, as he placed a finger to his ear. "Spidey to base, we're entering now."

 _"Roger,"_ he heard Fury say. _"Proceed."_

"Right-a-roonie," Peter said, as Ant-Man started running further into the vent. After a few seconds of checking around, Peter crawled inside after him, ready to do this.

* * *

Tony Stark was a man who was used to being the center of attention.

He spent the better part of his life throwing money around, hosting party after party, meeting celebrity after celebrity, showcasing project after project. And when he discovered his tech was being used as world altering weaponry, he became something that could stop it.

He became Iron Man.

He became a superhero.

He became an Avenger.

His fast lifestyle only grew faster, because along with the parties and supermodels, there always came Avengers press conferences, world bending threats, and the occasional superhero gathering.

Now though, Tony gave up on all of that, and for the first time in a long time...

He was alone.

No Avengers around him. No party guests. And no...no Pepper.

He was trying to rectify that last part. "JARVIS?"

 _"Sir, I don't believe it's wise to-"_

"Call her again," he ordered, as he sat on his couch, still in his causal wear, drinking a scotch.

 _"Sir, she hasn't answered for the last hour, perhaps we should wait, and-"_

"Call her again, JARVIS," Tony repeated, sternly.

The AI went silent for a moment. _"Very well, sir,"_ he stated, almost regretfully. After a few seconds, Tony could hear the beeps of numbers being dialed over the speakers.

The phone rung.

And it rung.

And it rung.

Tony took a sip of scotch, as he recalled what had happened earlier tonight. The look of disappointment on Peter's face when he found out that the billionaire was retiring from the superhero business. He hated that he hurt him like that, but he needed to stop. This life was tearing him apart.

He was losing himself. And everything important to him.

The phone rung yet again, but was cut off by the receiver picking it up. _"You have reached Pepper Potts, if this is a personal call, please-"_

JARVIS hung up. _"My apologies, sir."_

Tony closed his eyes, before taking a stiff drink of liquor. "It's alright, pal," he quietly mumbled.

 _"Is there anything I can do?"_ He asked.

"Just...let me relax, JARVIS. I'll let you know if I need anything."

 _"Very well, sir,"_ JARVIS said, before going quiet, leaving the billionaire to his thoughts.

This was what he wanted. The chance for a semi-normal life. One where he didn't have to worry about dying all the time.

'With great power comes great responsibility.'

This was what he wanted.

Right?

* * *

"So wait, you have a friend who dresses like a grizzly bear?"

Spider-Man was crawling along the dusty, and very rustic vents, following the very tiny man in front of him, Ant-Man.

"Yep," Scott confirmed. "All the strength of a bear. Apparently," he stated. "He robbed a bank, I stopped him, realized he was just hard up on his life, and told him I'd help."

"That's nice," Peter said. "Although I can't imagine he was too happy to be beaten by Ant-Man."

"What's that suppose to mean?" Scott asked, a little offended.

"He was a bear. You control ants. Just seems embarrassing."

"How about I call the ants to cover you up, see how you like it?"

"Uh, point taken," Peter mumbled, as he looked through the smalls grates in the air vent. He didn't see any guards of any kind. "Huh."

"What?" Scott asked, as he followed the scanner on his wrist.

"The place seems so...empty," Peter observed. "I mean, this is a castle. Shouldn't there be guards or something?"

"Maybe he likes his privacy?" Scott thought.

"Maybe..."

"Come on, we're almost there," Ant-Man stated. "The sooner we get done the sooner I can wreck Hawkeye at Smash Bros. Seriously, my Yoshi is a force of nature."

"I could go for some ice cream," Peter stated.

"Ice cream's good," Scott agreed. "Ice Cream and Yoshi."

"Sounds like a progressive rock group."

"The best," Scott said.

After a few more moments of crawling around in the vents, Scott's tracker started beeping. The two looked down at the grate nearby, to see that they were right above a room. "We're here," Peter said.

"Wow, that spider sense sure is something," Scott cheekily said.

"Ha ha. I don't think anyone's down there," Peter told his friend.

"How do you know?" Scott curiously asked.

"...spider sense..." Peter admitted.

Scott shrugged. "Eh, works for me," he said, as he jumped down. He landed on the grate, tearing it off his hinges, and landing in the room below. Peter crawled down as well, before slowly descending upside down on a web.

"Oh my God..." Peter gasped, as he and Scott looked at the stone room with unbelieving eyes.

Covered in multiple computers, and high ceilings. One thing drew their eyes, however. The large, intimidating rocket that just barely stopped below the ceiling. It was grey, as it was obvious that the design was for practicality, not for showmanship. On the sides of it were large metallic bumps, that seemed to contain explosives. Nuclear explosives.

"The nuke..." Scott mumbled, in scared awe as he grew to his normal size.

"Well...we found it," Spidey said with slight trepidation, putting a finger to his ear. "Come in, base. We uh...we have eyes on the scary death missile."

 _"Understood,"_ Fury chirped. _"The others are finishing their tasks now. They'll rendezvous at your location as soon as-"_

Peter's spider sense tingled. Suddenly, before he could warn his friend, a beam of green energy hit Scott dead in the back, making him scream in pain as he flew across the room, crashing against a stone wall.

Spider-Man quickly flipped right side up, and turned, seeing a sight he was really hoping he wouldn't. "Uh, base? We have a problem."

Stood before him, with his arms crossed, wearing a dangerous aura along with a green robe covering his metallic body, stood the all powerful dictator of Latveria.

"Who dares face **DOOM!?"**


	38. Chapter 38: Doom

Peter's brain shut down for a second, as a million thoughts rushed around his head. Thoughts of panic, uncertainty, and overall, fear.

He could hear Fury talking in his earpiece, but he couldn't focus. All he could do was watch the man in front of him, with wide, scared, gold lenses.

Doctor Doom. The dictator of Latveria. Clad in his full metal suit, and his usual green robes, a hood covering his masked face. The man is one of the most dangerous men on Earth. He was had given even the Fantastic Four issues in the past. He actually sent them back in time once.

He was the person that Peter was suppose to avoid at all costs.

And now he was standing in the same room as him, with a nuke looming over him.

"Base! Come in Base!" Spider-Man urgently called into his earpiece. "I need backup! Now!"

"Do not bother," Doom stated, his arms crossed, eyes locked menacingly on the intruder. "I have deployed a signal jammer. They will not hear your cries."

"What about my pleas? Or calls? How about a friendly hello, can they hear that?" Peter said, trying to calm himself down in the only way he knows how.

"Hmm," Doom hummed to himself. He uncrossed his arms, and started walking towards the teenager with loud, clanking steps. Peter was petrified, but since he didn't feel his spider sense going off, he stayed still. "I know you," the dictator emotionlessly stated.

Peter was surprised. "You-you what?"

"Yes, Doom has heard of you," He stated, now standing right in front of him, towering over him by at least a foot. "Latveria's eyes are often on New York. The Avengers. Mutants. Richards and his wretched family. And then there's...you."

"There's me," Peter absently stated.

"The Spider-Man," Doom continued. "Hero to some, menace to most. Fighting those you deem to be deserving of your wrath. And while most people demonize you, you still attempt to help those feeble citizens. Your persistence amuses Doom."

"Uh, thanks?" Spidey said, not quite sure what is going on.

"Doom also knows who you associate with," Doom informed him. "I see Stark has branded you. But I have no real interest in him. Tell me, where are the Fantastic Four now?"

Peter could feel himself sweating under his suit, the most intimidating man he's ever met looking at him with icy pupils. "I don't know."

"There are here, aren't they?" He asked again. "Why else would you be standing in Doomstadt?"

"Well, I was trying to go to Florida, and I think I made a wrong turn," The Web Head joked.

Doom's eyes narrowed. "You are a curiosity, aren't you?"

"Eh, I try," he said.

Victor sighed. "You will either become a prisoner or a corpse, depending on your next answer. Where is the Fantastic Four?" He demanded, not at all pleased with him.

Spider-Man glanced around the stone room, covered in computers and technology. He then looked back at the unmoving body of Ant-Man, who was still feeling the effects of Doom's attack. The teenager then turned back to the dictator. "Ok, I'll tell you," Peter broke down. "I don't want to die, and this whole thing was stupid anyway. But, you have to come closer."

Doom tilted his head. "Why?" He asked.

Peter cocked a thumb back at his friend on the ground. "I don't know if he's awake or not under the mask," he slightly whispered. "He could warn them somehow. He's sneaky."

Doom considered this for a moment. "Very well," he agreed, as he leaned closer over to Peter, who quickly put his hand up over his mouth, to whisper in his ear.

"You're an idiot," Spider-Man stated, before quickly delivering an uppercut to Doom, throwing the dictator off balance. Peter then quickly back-flipped towards the nearest wall, sticking to it as he looked at Doom. "I can't believe you fell for that! I know five year olds who wouldn't fall for that!"

Doom didn't seemed too phased however, as he simply cracked his neck. "Alright," he coldly muttered. "Corpse it is."

Suddenly, a green aura violently covered Doom, whipping his cape around furiously, as his gauntlets became infused with some kind of energy. His eyes glowed slightly.

Peter covered his eyes to the bright light, trying not to let it blind him. "What the..." he trailed off.

"You dare mock the ruler of Latveria!?" He boomed. "Now you shall feel the fury of Doom!"

"Can I take a rain check on that?" Peter asked, before his head started tingling. "Ah!" He exclaimed, as Doom started shooting beams of energy at him, causing him to start running across the walls, doing his best to avoid them.

"Doom has trained for years in the mystic arts," Doom started. "Doom has worked effortlessly to combine science with magic, to create a destructive force unlike any this world has seen."

"Doom's also been working on talking in the third person," Peter quipped, as he began jumping all over the room, shooting webbing at the dictator to incapacitate him. "Seriously, what's the deal with that? Can't get enough of your own name?"

Doom struggled against the webbing, and kept firing at the teenager, who just kept avoiding it. "Face your destruction like a man!"

"Doomstadt, Doombots, what's next?" Peter kept asking. "Doom Land? The Doomiest place on Earth?"

After a few more seconds, Doom was completely wrapped up in webbing, as Spidey landed in front of him. Victor, however, snapped out of the binding, before quickly delivering a massive blow to Peter's face, causing him to sprawl backward, pain shooting through his jaw. Peter recovered, looking back at the evil genius, dazed and frightened by the powerful attack.

"Cease your chattering," Doom ordered, as he quickly ran up to his opponent.

"Never!" Peter exclaimed, as he met Doom with a kick to the jaw, without seeming to phase the dictator. "Ow! What's the opposite of a glass jaw? Steel face?"

"Steel boot," Doom answered, as he threw a hard kick into Peter's gut, causing him to hunch over. Doom's fist then began to glow green, as he launched it towards the back of Spider-Man's head. Suddenly, it was blocked. by four metal arms that someone came out of Peter's back. "What?"

"Sorry, but this spider's got a few new tricks," Peter said, as the arms brushed Doom's hand away, leaving him open for Peter to strike in the chest. Doom kept trying to land a hit, only for Peter to deflect him and retaliate with his extra appendages.

"You are starting to get under Doom's skin," The dictator coldly said.

"Really?" the Wall Crawler said. "I feel dirty." With that, Peter flipped above Doom, hitting him on the top of his head as he did so, before landing behind him and planting both of his feet into his back, taking him down to the ground.

Peter, starting to regain confidence, hopped onto the side of the wall once more. He looked, waiting for the FF's arch enemy to get back to his feet, so he could end this. Once Doom staggered to his feet, Spidey launched himself at him, full speed.

 **"Enough,"** Doom said with authority, as he stopped Spider-Man dead in his tracks by grabbing the teenager's throat with one hand. Peter tried to use his extra arms to attack, by they were frozen in place by a spell Doom was casting with his other hand.

"URK!" Peter choked, the pressure on his throat preventing him from talking.

"You were a fool to come here," Doom told him. "You break into my home, invade my country, and worst of all boy, you dare stand against Doom. Quite frankly, I find you quite insulting in every sense of the term. Now, prepare for your end."

Peter squirmed even more, trying to get out of his grip, but it was no use. He felt the air be cut off to him, his vision slowly fading as Doom raised his free hand, ready for the killing blow. However, he flinched, making him take his arm away.

"What in the-?" He asked, as suddenly he kept flinching over and over. Doom, with a roar, threw Peter across the room, and in front of the open hatch of nuke. The weak hero looked up as he took a big gasp of air, to see the dictator of Latveria being swarmed with ants, who were crawling into the slight cracks of his armor.

Peter looked over, to see Ant-Man himself standing up, seemingly recovered. "Seriously, hitting a guy from behind?" Scott said. "Dick move. Even for an evil overlord, that was extremely jerky."

Peter struggled to get to his feet, the fight taking more out of him then he realized. Doctor Doom was no lightweight, and he probably hit harder than anyone else he's ever faced. Except for maybe Rhino, but he wasn't nearly as scary as Doom.

"You insignificant pests!" Doom yelled, as a devastating explosion of energy came off of him, disintegrating the ants, knocking down Scott out more, and sending Peter flying through the hatch of the nuke, making him crash into a console inside, causing it to short circuit. "How dare you-!"

Suddenly, the hatch to the nuke closed, with an out of it Peter still inside.

"Missile launch sequence, initiated," a computer voice rang. "Missile launch in 60 seconds."

"What? NO!" Doom exclaimed, as he quickly ran towards a computer nearby, trying to override the sequence.

Suddenly, the door to the room flew open, making Doom swing his head around, for him to see what he suspected he would.

The Avengers and Fantastic Four, lead by Captain America, Nick Fury, and Mister Fantastic.

"Doom," Reed greeted with disdain.

"Richards," Victor replied, venom in his voice as well.

"Missile launch in 40 seconds," The voice rang again, making Doom go back to the computer.

"Shut down that nuke!" Fury ordered, causing the battalion of heroes to charge at the dictator.

"Fools!" Doom cursed, as he shot a few energy beams before going back to his work. "Do you have any idea-?"

"Save it, Doom!" Human Torch said, as he flew above the dictator, covered in fire.

"Yeah!" Thing added. "This ain't talkin' time! It's Clobberin' Time!" He yelled, as he ran up and smacked Doom in the side of the head, knocking him away from the computer, and into the side of the wall, cracking it slightly.

"No!" Doom yelled, as Reed stretched over to the computer Doom was working at, and began to work on stopping the nuke.

"Launch in 20 seconds."

"Get away from there!" Doom cried, as threw up a small force field, deflecting fireballs from Johnny, and stone punches by Ben.

Seeing that Doom wasn't protecting himself from behind, Captain America quickly came up with a plan. "Hawkeye!" He said, turning to the archer, who quickly gave a nod. Cap pulled out his shield, as Barton quickly took out an arrow and stuck it to it. Cap then threw the shield, having it bounce off the wall behind Doom, and towards the back of his head, where the arrow promptly exploded, knocking him down.

"Launch in 10 seconds."

Reed furiously typed on the computer, trying to find some way, anyway, to shut the missile down.

"9."

Doom continued to fight off the others, as Black Widow, Hawkeye, and Nick Fury were firing from a distance, while Thing, Cap, Torch, and Invisible Woman fought him up close. Doom was fending them off, but barely.

"5. 4. 3. 2. 1. Takeoff."

The ceiling opened up, while the entire room started to shake. The missile revved up, flames starting to come out from under it, as it began to rise in the air.

"SUE!" Reed yelled.

"I KNOW!" Sue responded as she quickly threw a force field around the nuke, trying to contain it. She strained, as the missile was staying in place, but trying to move, at full force. After a few moments, the force was just too much, the missile breaking through the force field, and causing Sue to collapse to the floor with a pained cry.

The missile flew up in the sky, almost disappearing from view immediately. As Ben tended to Sue, making sure she was ok, the rest focused their attentions on Doom.

"You have one chance to make this right," Fury coldly warned. "How do we stop the nuke?"

Doom stood to his feet, as he faced the others. "That wasn't a nuke you imbeciles. At least not one made for this world."

"You better start talking," Steve threatened. "Because I've had about enough of you."

"That wasn't a weapon made for attack on any foreign country," Doom explained, angry. "That was to be the last defense for mankind as a whole. And you ruined it!"

"Last defense?" Reed asked. "Victor, what are you-"

"You invade my country! Destroy my technology! Send your little errand boy and his idiotic friend against me. And now you expect me to answer for my private affairs?"

"Wait," Johnny stated, looking around worried. "Where's Spider-Man?"

"Inside the missile," Doom said, without any second thought.

"He's what!?" Clint exclaimed.

"You threw him in there!?" Natasha asked, furious.

"Not on purpose. He landed in there while he and your lackey over there were battling me," Doom said, gesturing towards Scott, who was still unconscious on the floor. "He must of destroyed the panel while inside, causing the launch."

"How do we get him back?" Steve asked, quietly seething.

"Like I would-"

He was cut off by the American Icon grabbing him by the collar of his robes, his blue eyes narrowed dangerously. "Tell me. NOW."

Doom emotionlessly looked at him. "There is no way to recall the missile. We can only observe if it hit its target or not on the monitor."

The others looked at the computer, to see an image of the missile flying on the radar screen, as it slowly moved to a large blip on the screen, showing the target.

Everyone except Doom watched the screen in sadness, as their friend, their family member, was now heading towards his death.

* * *

Peter blinked a few times under his mask, everything still a bit fuzzy. He felt unbelievably sore, his fight with Doom draining him. Peter thinks that was the first time he was hit with magic, but wasn't completely sure. He hoped he never goes through that experience again.

Suddenly, the realization hits him that the room he was in was rumbling. "What's going on...?" He weakly mumbled, slowly getting his bearings back, as he peeled himself off of the broken console.

"Hold on, where am...oh no," Peter quickly realized, as he looked around to see he was in a tight space with a few computer consoles. He saw a small window, as he jumped over to it, sticking to the wall in the process, to see him getting higher and higher in the sky, as he saw the landmasses below get smaller and smaller, before the only thing he could see were clouds.

"I'm in the nuke! I'm in the nuke!" Peter screamed to himself, as he started freaking out once more. Thinking for a few seconds, he quickly tapped the earpiece under his mask. "Fury! Cap! Natasha! Reed! Anyone! Can you read me!?"

Peter didn't get a response, the jammer Doom placed on it still active. With a frustrated groan, Peter looked around, trying to think. He couldn't let this thing hit its target. He quickly realized there was only one thing left he could do.

He had to shut down the missile.

With unsteady feet, he made his way over to the computer console inside. He looked at it for a few seconds, realizing that there were some similarities to Reed Richards' technology, and slowly began to work on it, figuring it out. Eventually, he was able to go much faster, learning how to use it.

He couldn't tell what the target was, but he could tell that it was still on course. He needed to disable the missile's targeting system, and main power. That way, the missile wouldn't be going at a fast enough speed to actually detonate.

At least, that was the hope.

Peter was furiously typing away, only for him to suddenly float up off the ground, as he held on to the console to keep from drifting away. As gravity failed him, Spider-Man willed himself back down, forcing his feet to stick to the floor.

He could feel the air getting thinner, as it started to become harder and harder to breath. Peter kept working, as he mind started to slow down, every part of his body just wanting to collapse.

But he forced himself to keep working. He needed to stop this thing before it killed anyone. As his vision became darker, he kept on going, not giving up, his lungs burning as they demanded air.

Finally, the missile sputtered, stopping entirely. He did it. He...disabled it. He saved lives. With that, Peter allowed exhaustion to take him, as he closed his eyes and was slowly lifted away from the computer.

Suspended in the air, and aimlessly floating in the missile, Peter was unmoving, as death was almost a certainty.


	39. Chapter 39: Final Frontier

The image of the missile bleeped on the screen, showing it move ever so slightly towards its target.

Everyone in Doomstadt watched silently, as they've figured out that there was nothing they could do. Reed had desperately tried to shut down the missile remotely, but couldn't do it. Meanwhile, the rest of the heroes had gone quiet, sorrow in their hearts that the young hero they loved is somewhere they can't reach.

Suddenly, the Human Torch flew into the room from the opening of the ceiling, before landing next to the others, and extinguishing his flames. He had an expression of remorsefulness. "I looked all over, but...I think he went too high up for me..."

Sue hugged her brother, who buried his face into her shoulder. She tried to remain strong for her family, as the rest of them did all that they could not to fall apart.

Steve shook his head, guilt weighing him down. He helped get Peter here. If he had just admitted that this was too dangerous for him, maybe he...

The beeping on the monitor abruptly stopped, as the image of the missile disappeared. Reed's head perked up, confused at the sight. "He's...gone.." He said, unsure.

Doctor Doom, who had taken little interest in the proceedings, suddenly put his attention on the monitor. "What?" He asked, as he brushed through the group to see for himself, earning some deathly glares in the process. "Hmm. Impressive."

"What's impressive?" Natasha asked, not happy in the slightest.

"Your little lapdog is more than meets the eye, it seems," Doom stated. "He's managed to power down the missile."

"So he's-?" Ben asked, his hopes going up, as the others perked up as well.

"Don't get excited," Doom shut down. "The missile is well past the stratosphere. He has a slim chance of survival, if that."

"But he's out there," Clint stated.

Steve nodded in agreement. "We can track him."

"Hardly," Doom dismissed. "He shut down the power. Now there is no way for the weapon to be traced. It's up there, floating about space, harmless. A floating coffin for your precious hero."

Nick Fury grimaced, having enough of the dictator, as he stepped closer to him. "Doom, you have a lot to answer for, you piece of-"

"Director Fury, I have to answer to nothing," Doom cut off. "You are the ones who invaded my beloved Latveria, on a misguided attempt to save the world, or America, or whatever pathetic excuse you gave yourselves to come here. Now, since you've acted by your morals, and nothing has been irreparably damaged, I suppose I could let you go without informing the UN of your war crime. As long as you leave immediately."

Fury went silent, frowning deeply, as he knew that there was nothing he could do. "Come on team," he quietly ordered, frustrated.

The others shared looks of anger as well, as they slowly made their way towards the exit, dragging their feet in defeat. Steve walked over to the still unconscious Scott, and picked him up bridal style, before making his way out also.

"Oh, one more thing," Doom called, making everyone turn around to look at him. "It seems a rouge agent has acquired a Doombot of mine. One that's 20 feet tall, able to destroy buildings. I would hurry before they send it towards the Baxter Building...or anywhere else in New York. I'm sure they aren't picky."

Thing's face flashed with anger at the thinly veiled threat, as he took a step towards Doom, but was stopped by Fury holding his arm out. The director locked eyes with the dictator, before he and the others walked out of the room, leaving Latveria behind for good.

* * *

He couldn't feel anything.

Peter felt numb, as his body ached beyond anything he'd ever experience before. His mind was fuzzy, as he couldn't think straight. He couldn't even get himself to open his eyes.

He couldn't get his thoughts straight. What happened to him? The last thing he remembered was fighting Doctor Doom. Where was he? He...

He was thrown into the missile.

Peter tried to move, but couldn't. Not only was he weak beyond belief, but he could feel himself strapped down to something. A sudden brush of air on his face told him that he didn't have his mask on, making him that much more panicked.

Finally, he was able to open his eyes, only to realize that his sight was too blurry to actually make anything out. He tried to focus his vision, to no use.

Suddenly, two silhouettes came into view, one man, and one woman. Their skin appeared green, but he couldn't make out any other features.

"He appears to be awakening," the man stated.

"It's too early. He's not ready yet. Give him the sedative," The woman told him.

The man nodded, and reached for a needle. He looked at it curiously, not quite sure how to use it. The woman caught on, and sighed deeply.

"You're an idiot," she told him.

"I am not," he protested, earning a roll of the woman's eyes. She then grabbed the needle out of his hand, and then stabbed it into Peter's arm, injecting the liquid into him.

Peter felt drowsy again, as he shut his eyes, everything going dark again.

"All will be well soon, young one..."

* * *

 _"The main character of this show had to always ask...'Did I do that?'"_

"Family Matters!" Tony exclaimed, as he watched his favorite game show in his living room, eating popcorn as he did so. "What is Family Matters!"

 _"What is Full House?"_

"No, you idiot!" Tony exclaimed, throwing a few kernels at the TV screen. Blinky, the small robot, floated by, picked them up, and flew away again, getting use to this procedure. "God, I would rule at this show."

As he munched away on his popcorn, the door behind him slide open, making him turn around, to see the team file back inside, looks of exhaustion on their faces.

"Hey guys," Tony greeted through a mouthful of popcorn. "Save the world lately? I'm going to assume you did." His eyes landed on Scott, who was still in Steve's arms. "Huh, rough night, huh?"

Fury didn't answer the question, instead frowning deeply. "Stark, we need to talk."

"In a minute," Tony said, putting down his bowl of popcorn, and getting off the couch. "I have a present for Peter," he told them, picking up a tightly wrapped gift off from the glass table in front of him.

"Tony..." Steve softly said.

"Rogers, don't be rude, I just need to talk to..." Tony trailed off, as he looked at the group, to see that Spider-Man wasn't among them. "Ugh, did you guys drop him off at home already? Come on, you know he should've been here celebrating. Especially with this present that will make him love me again."

"Tony," Richards said. "Peter isn't at home."

"Is he out patrolling?" Tony asked. "Man, that kid does not know how to have fun."

"Tony, shut up," Natasha sternly said, making him go quiet. "Parker...Peter...isn't with us. He isn't here."

Tony looked at her with confused eyes. "Well, I know that, but..." His eyes widened, realization hitting him like a truck. "No. No no no no. He isn't...he's not..."

"We don't know..." Sue quietly told him. "He...he got stuck in a room with Doom, and Doom..."

"Doom what?" Tony asked, worry thick on his voice. No one looked him in the eye. "Doom did what!?"

Clint closed his eyes, incredibly frustrated. "He threw him in the missile. It wasn't a nuke. It was a space weapon. And it launched."

Tony's face fell in disbelief. "What? What!? Are you telling me...he's in space!?"

Everyone gave a sad nod, as Tony's anger flooded to the surface.

"He fought Doom!? Alone!?" He roared, directing his attention to Fury. "You sent him by himself!?"

"No, he..." Johnny interjected. "He went with Scott."

Tony looked at Ant-Man, still unconscious, in Steve's arms. "Well, that went well, didn't it!?"

Natasha pinched the bridge of her nose. "Tony, I know what this is like, but-"

"Know what this is like!?" Tony repeated, staring at the red head. "Says the assassin who doesn't really care about anyone. Yeah, I bet you know what this is like!"

Natasha scowled at the billionaire. "How dare you-"

"You were there! If you cared so damn much, why didn't you save him!?" He yelled, before turning towards the rest of the room. "Why didn't any of you save him!?"

"Tony," Reed said, stretching over to him and placing a hand on his shoulder, sad as well. "We...we tried. God knows we tried."

Tony looked at the genius, who had compassion in his eyes, feeling the same grief that he was. Tony's face softened slightly, looking at his intellectual rival. "I...I know...I just..."

"I should've been there," Steve suddenly said, surprising the others. "I should've helped him. I helped get him there, and then I..."

Natasha gave him a sad look. "Steve, it wasn't your fault."

"It wasn't anyone's fault..." Fury said. "It just...happened...and now we have to move on."

Tony was taken aback. "Move on?" He asked, walking over to Fury. "What do you mean, move on!?"

Ben nodded, angry from the comment as well. "Yeah, I wanna know too!"

"We can't track the missile," Fury stated. "And he'll be dead in the hour."

Tony shook his head. "No. No, you're wrong."

"Stark, be reasonable."

"This is Peter we're talking about!" He exclaimed. "He's a genius! He's resourceful! He's a hero!"

Fury shook his head. "I want to believe that. I really do. But Doom's technology is completely different to what we got, and SHIELD can't afford to put any more resources into this."

"So, that's it?" Stark asked, bitter. "We just let him die?"

"We don't know if he survived after the missile shut down," Fury explained. "I don't like it. Believe me, I don't. But this is out of my hands." He looked at the ground, before looking back up. "Everyone, stay on standby. You heard Doom. He's going to send a Doombot here, and he's going to make it untraceable to him. We need to be ready for it." He started walking out of the room, not looking at anyone.

"Yeah, what a real hero!" Tony yelled at him. "The protector of the world! Letting a teenager die after he saved lives! Bravo!"

Fury turned around, looking at Stark with a hard stare. However, he slowly turned away, and left, not saying a word.

The rest of the heroes, dejected, separated, leaving in different directions. On his way out, Clint gave Tony a sympathetic pat on the back, while Natasha gave him a glare. Steve gave him some sad eyes, as he left with Scott to the infirmary.

Alone, Tony fell down on the couch, looking at the present still in his hand. After looking at it for a few seconds, he started tearing the paper off, and opened the box. His eyes landed on a smartphone, top of the line. One that was going to replace that old flip phone Peter had.

Tony had a lone tear fall down his face, as he threw the phone on the couch, and put his face in his hands.

* * *

Harlem doesn't have many people protecting it. It's a small enough neighborhood, but its filled to the brim with crime and corruption. Not many people watch over it.

Luke Cage was one of the few. He grew up in Harlem. He knew how hard it was to grow up in these parts. He knew how few opportunities kids had around here. He knew the mistakes people make in this neighborhood. He made quite a few himself when he was their age.

But he learned. And now he's trying to help others to know that they don't need to do them as well.

He walked down the streets of the neighborhood, doing his nightly patrol. He was a hero for hire, sure, but sometimes people need the help for free. Dead men don't pay, and dead men aren't good for this town.

Suddenly, he heard a door close in an alley, making him turn his head towards the sound. However, it was far from innocent, as he saw a woman with platinum hair, goggles, and a tight black catsuit come out, with what appeared to be a lockbox in her hands.

She noticed him, and smiled, not caring that she got caught.

"Yo, what're you doing?" He called, as he walked towards her. "I don't think that belongs to you, does it?"

"What about it, handsome?" She asked, a smirk arrogantly placed on her face.

"Well, I'm kinda the neighborhood watch round here," Cage stated. "And I don't like it when-"

Before he could finish, the thief flipped gracefully forward in the air, catching him off guard as she landed on his shoulders, and whipped him into a nearby dumpster. While it didn't hurt him, it did give her enough time to jump up to a fire escape, leaving her would be apprehender below her.

When he got back to his feet, she just smiled down at him, flipping the lockbox between her hands. "Sorry, but I'm afraid you're a little too old and boring for my tastes. See ya around," she said, turning to leave. "Oh, and if anyone asks, tell them Black Cat sent you."

She leaped away, quickly disappearing above the rooftops, leaving Luke by himself in the alley.

He stopped the ground with his foot, and crossed his arms. "Man, girl didn't even let me finish my hero dialogue," he complained to himself. He walked out of the alleyway, and looked at the building that the door was connected to, seeing what exactly she robbed.

It turned out to be a Laundromat. He raised an eyebrow, confused. "What? She steal quarters or somethin'?"

He rubbed the goatee on his chin, thinking. There's no way she would go through that trouble just for chump change. She looked professional. He pulled out his cellphone, quickly typing in a phone number, and placing it against his ear. "Hey, Danny, you up? Something weird's going on out here."

* * *

"Ugh, dammit!"

Tony was sitting in a swivel chair, deep in his lab, doing what he normally did in situations that stressed him out. Close himself off, and start inventing things that could help him out. However, unlike those other times, he couldn't get his mind off things. He couldn't shut out the world.

Because the object of his thoughts was off of it.

"Son of a bitch," he cursed to himself, as he looked to the device he had created. It was meant to be a tracking device, homed in on the technology he put in Peter's suit. But it couldn't get a signal. Wherever Peter was, he was too far away.

"Hey," a voice called to him, gently. Tony turned around, to see it was Steve.

"Oh," he muttered, putting down the device. "Hey, Cap."

"Mind if I take a seat?" He asked.

"Free country," Tony answered. "You should know that."

Steve walked up to him, and sat on the stool next to Stark. He looked at the billionaire for a second, a sad expression still on his face. "How are you holding up?"

"Oh, I'm fine," Tony answered, not looking at him. "All I did was send my teenage intern to a foreign country so he could get launched into space. No big deal."

"Tony-"

"That's what happened though, isn't it?" Tony interrupted. "I came into this kid's life because he was interesting to me, and now..."

Tony trailed off, not wanting to finish the sentence.

"You don't know if he's alive or dead," Steve concluded, earning a slow, reluctant nod from his teammate. "I...I know how you feel. I pushed him into this too."

"Steve, all you did was inspire him," Tony told him. "You didn't make him do anything he didn't want to do. Me on the other hand, I made it a point to put him in danger..." Guilt overran Tony, sorrow evident on his features. "He didn't get how dangerous this was. How could he? He's so young. But I did everything to throw him into Latveria. I dragged you to his house, I gave his aunt an alibi, I gave him a fancy new suit, I..."

Tony shook his head, before slamming his fist down on the table in front of him, making a few pieces of scrap metal fall to the ground. "I did this..." he silently said. "I don't even know how to explain this to his friends. To his aunt. He just got a girlfriend, and now she has to find out that her boyfriend is..."

The two just sat their like that for a moment, trying hard to forgive themselves, and failing.

"Steve?" Tony said, breaking the silence.

"Yeah?"

"Do you...do you think he's still alive?" Tony questioned. "He's alone in space. I mean, most people wouldn't even stand a chance."

Steve pursed his lips, thinking for a moment, before he looked back at his friend. "I have seen that kid do things that I haven't seen in my entire life. He has more bravery than most soldiers I fought alongside in the war, and twice the heart of anyone else I've ever met. He's a hero, and even when the world tells him to stop, he does what he knows is right. He disabled that missile. He found you when the Scorpion kidnapped you and Pepper when he first came into our lives. He's intelligent. And when you put all that together, you have a kid who could do anything."

Tony looked at the American Icon, as Steve stared intensely back.

"That kid is out there, fighting and scratching like never before," Cap told him. "And you're the only one who can bring him back to us."

Tony considered this for a moment, as Steve got up, getting ready to leave. "Hey, Cap?" Tony said.

Steve looked down at him.

"Thanks," Tony sincerely said. Steve nodded, as he walked out of the lab, the doors closing behind him.

Tony turned back to his work. Peter was alive. He could feel it. Steve could feel it. Which meant one thing, and one thing only.

Tony would stop at nothing to find him.

* * *

Peter could feel himself waking up again, this time with a little recollection of what happened last time. Someone had gotten him off the missile. Green people. While that thought alone was enough to make him freak out, he needed to try to use what little strength he had to get out.

His eyes opened again, his vision still unclear, as he was still strapped down to the bed he was in.

"He's waking up again," he heard the man from earlier say.

"Don't worry, I have the sedative right here," the woman from earlier responded.

"NO!" Peter yelled, not wanting to go under again. He started struggling against the bindings, trying to escape.

"Hold him down!" The woman ordered. "I can't inject him like this!"

The man, still blurry, came up to him, and tried to hold him down. He was definitely stronger than the average man, but might not be as strong as Peter. "Calm yourself!" The man demanded. "We do not wish to harm you!"

"Yeah, and I'm the queen of England!" Peter responded, still giving all of his might against the straps.

"Do not lie to me!" The man growled. "You are not even female!"

Suddenly, the bands ripped apart, and Peter was able to push the brute of a man off of him, and into the wall, making him crash with a metallic thud to the floor. He hopped up, and felt his spider sense go off.

He turned, to see the needle flying towards him. He quickly dodged, before flipping past the green woman, who wasn't able to register his speed before he was out of the room.

Still groggy, Peter kept running, trying desperately to keep his balance. He wasn't feeling well at all, but he needed to get out of here. He looked, to see multiple corridors and multiple doors. He just let his instincts guide him, as he tried to find an exit.

A door opened in front of him, as Peter tripped. He crashed to the floor, groaning in pain and nausea, as he looked up, to see the face of an angry, horrific monster hissing at him. With a gasp, he quickly jumped away, as he could feel it chasing him.

He ran down the end of the hallway, making it to the large sliding doors in front of him. They opened, and as Peter entered the room, he froze, shocked at the sight.

Through a large, glass window, was the empty, yet beautifully full vacuum of space. Stars littered themselves around, as strange, foreign planets slowly spun in the distance.

He was in space. Space. Peter got sent to space. He was fighting a dictator, he got thrown into a missile, and now he's in space. But, wait, he, how?

"Hey, pal!"

Peter whipped around, to see the figures of the large, green man, the slender, yet dangerous green woman, the creature he had tripped over earlier, and a new figure, what appeared to be a robotic man, with large, red eyes.

"Just relax," The robot man said, nicely. "No one here is going to hurt you."

Peter just looked at all of the strange figures, and with the sight of them, the discovery that he was in space, and his weak state, everything became too much for him. His eyes rolled in the back of his head, as he fell to the ground, passing out.

Looking at the fallen teenage boy, Star-Lord, Gamora, Drax, and Rocket walked closer towards him, checking to make sure he was ok.

"Guess it was a bit much for him, huh?" Rocket carelessly stated.

The others looked at him with light glares, staring at the unaware raccoon. He looked up at them, to see their reaction to him.

"What?" Rocket asked, shrugging his shoulders. "It was!"


	40. Chapter 40: The Void Left Behind

**A/N: Hello! Ok, obviously I need to talk about some stuff real quick, and clear the air. I apologize for taking so long for this update. I know I took forever, and I know some of you hate that. I hate it too. Unfortunately, my life has gotten super busy outta nowhere, and will not slow down any time soon. I promise that I will try to update more. I can't promise that it won't take as long though.**

 **However, I have been working on this update for a while. Originally, this chapter was going to be entirely different. However, saving error after saving error erased my work, and it got to the point where I just sick and tired of writing the same thing over and over, and I noticed that each draft was becoming worse and worse. So, instead, I did something different. I noticed that it was the 40th chapter, so I figured, let's make a special. I know it's usually 50, but screw it, 40 will be important here. So I present to you, the super extra long 40th chapter, that's almost 8,000 words long, which focuses on how Peter's departure has effected the others. I enjoyed writing this chapter so much, and I hope it translates. Please enjoy.**

* * *

"Come on...NO!"

Tony groaned loudly, frustration taking over, as he put his face in his hands. He's locked himself up in his lab, refusing to come out for days since he found out about Peter. He was currently trying to track the radiation from Doom's rocket, and trace it to where it ended up in space.

There was one problem however. The energy trails disappeared the second they left the atmosphere. Poof, gone. Radiation doesn't work like that. Meaning Doom somehow found a new energy source.

Tony leaned back in his chair, sighing loudly. What he really needed was resources. But he couldn't get any. The Fantastic Four were preoccupied with whatever Doom was going to throw at them, SHIELD had wiped their hands clean of this, and it wasn't like he could just ask Latveria what their new power source was.

Yeah, my friends just assaulted your beloved leader and invaded your country, but we're cool, right?

No, no one would be cool.

He rubbed his face in anger, trying to think of a new solution, and failing. He's exhausted everything he's thought of, all to no real effect.

 _"Sir?"_ JARVIS suddenly rang, slightly startling Tony.

"What?" He asked, a little annoyed.

 _"Is there anything I can get you?"_

Tony just kept rubbing his face. "Any chance you can get me my intern from space? Cause that would be great."

 _"Sir, may I make a suggestion?"_

Tony remained quiet, not bothering to answer.

 _"Perhaps it's time to take a break?"_

Tony suddenly froze for a second, before pulling his face out of his hands, a slightly shocked look in his bloodshot eyes. "JARVIS, run a diagnostics scan on yourself. I think you may be malfunctioning."

 _"Diagnostics are 100% operational. Sir, I think you need a break."_

"Great, one more thing to work on," the billionaire mumbled to himself. "I'll take a break when-"

 _"Sir, Einstein discovered the theory of relativity while he was relaxing and thinking about an old trip he took on a train. I believe you need an Einstein moment yourself."_

"That was different," Tony reasoned, as he got off of his seat and started to pace around his lab. "He was trying to prove something that no one knew existed. I'm trying to find a teenager that was shot into a giant lifeless void with no way back. Not exactly the same thing."

" _Sir, you have not slept well the past few days. Your mind is not at the highest level it could be. History has shown that those who take a break have been able to create solutions they could not previously think of before. For young Mister Parker's sake, sir, take a break."_

Tony leaned over a table, going quiet for a moment. "Maybe...maybe you're right. A break could help me think. Maybe get a coffee."

 _"Very good, sir. Allow me to make you the usual."_

"No," Tony stated, holding his hand up as he got off the table. "I'm going out. Fresh air is more likely to give me some inspiration."

 _"Are you sure, sir?"_ JARVIS asked, his robotic voice still showing some trepidation.

"JARVIS, do you want me to take a break?" Tony asked, an eyebrow raised.

 _"Well, yes, but-"_

"Then I'm heading out," Tony decided. "Hold the fort, make sure everything's nice and clean, don't let anything else get launched off planet, yadda yadda."

 _"Very well, sir,"_ JARVIS obediently agreed, as Tony walked out of the lab, heading to his closet to get dressed. Maybe a coffee will help. Hopefully it will, cause right now, there's no way to find Peter.

* * *

 _"How far are you from the meeting point, Cap?"_

Steve Rogers was in the Quinjet, flying high above the ocean, a determined look on his face. He was more focused than he had ever been in his entire life. More than when he tried so many times to join the army back in the 40's, more than when he had to fight for the world, more than ever.

"A few hours, Sam," Steve told his friend. "Are you sure he's there?"

 _"All signs point to here,"_ the Falcon told him over the speaker. _"The trail ends here. There's no way he disappeared again."_

"Yeah, we thought that last time," Steve said, a little sorrow with a hint of frustration in his tone.

" _I know, but at least we know he was there_ ," Sam stated. _"I know it's been hard for you, but come on man, have a little faith."_

"You're right, you're right," Steve relented. "It's just been a tough couple of days."

 _"Ah, right, with the kid,"_ Sam remembered.

Steve frowned, the past few days haunting him once more. "He was too young to come with us," Steve told his friend. "Too inexperienced. I don't know why I let it happened. Why I wasn't there."

 _"I never met him, but from what you've told me, the kid's tough,"_ Sam said. _"You said you think he was still alive?"_

"Yes. Yes I did."

 _"Well, if you think he's still alive, who the hell am I to argue with Captain America?"_

Steve chuckled slightly. "If you say so. See you in a bit," Cap told him, as he logged off. Steve's small smile went back to a frown, as he thought once more about Peter.

He...he was in space. It was hard to wrap his head around. Steve had remembered when space travel was just a madman's dream, and now a young man that he had taken under his wing, who he trained to become a better hero, who he saw as a young man with endless potential, had been launched into space by a tyrannical villain who can't be persecuted due to international law.

He hated it. He hated it so much. A kid wanted to do the right thing, and he was punished for it to the extreme. He saw it all the time in the war, and he hated it back then too.

Spider-Man was a good soldier. One that New York, and the world in general, desperately needed. Sure, the Avengers would always protect the innocent from whatever threat comes up, but people need someone like Spider-Man. Someone that isn't seen as just an idol, but someone they can relate to. Someone who is really just one of them.

And he was powerless to help him. There was nothing he could do.

Suddenly, the dashboard of the Quinjet beeped, as the patriotic pilot looked down, to see he was closing in on his destination. The noise cut through his somber thoughts, as determination reared up once more.

While there was nothing he could do for one friend, he knew he was able to save another.

* * *

"Where in the hell is Parker!?"

It was another usual day in the Daily Bugle, as J. Jonah Jameson barged around the offices of the newspaper, cigar in his mouth, trying his best to bring together a new edition for tomorrow. There was just one problem.

He didn't have any pictures of Spider-Man.

"Leeds, finish up that report of the mayor's speech on the new budget plans and have it on my desk yesterday!" He barked at a brown haired man, with wide eyes.

"Sure thing, Mister Jameson," Leeds said, as the editor-in-chief walked by without giving him a second look.

Jonah then looked at another man, stopping for a second. "You! Earl!"

"It's, uh, Carl, sir," The man timidly corrected.

The vein on J.J's forehead started bulging out. "I don't care if your name is Sue! Get me a coffee, two sugars, no cream, with a double shot of Expresso!"

"Uh, I'm an political analyst sir-"

"Well right now you're a coffee getter! Do it or you're fired!"

"Yes sir!" Carl hurriedly said, as he quickly left the offices to get the coffee.

Jonah then quickly regained his pace, as his trusted employee Robbie Robertson joined him, walking at the same brisk pace behind him. "Robbie, great," J.J. greeted. "Take a memo for me. 'Fire Parker'. End memo."

"Jonah, you-"

"Brant!" Jonah yelled, as he walked up to his secretary's desk.

The beautiful brunette gave a small, insincere smile, as she cringed slightly from the volume of Jonah's voice. "Yes, boss?"

"Call Parker, get him here with pictures of Spider-Man, then tell him he's fired."

"Jonah," Robbie tried again, "Peter-"

"Is a lazy, no good scoundrel? Glad you agree Robbie," Jonah quickly cut him off.

"No!" Robbie exasperatedly breathed. "You gave Peter some vacation time, remember?"

"What!?" Jonah exclaimed, making Robbie rub his forehead as he felt a headache coming on.

"Peter's in Europe for that trip with Stark Industries," Robbie reminded him. "He has the rest of this week, and next week, off."

"Argh!" Jonah groaned, frustrated. "Fine, he's not fired. But what in blue blazes is the first page suppose to be about! We can't have a Spider-Man story without Spider-Man pictures!"

"Don't you have some older ones that Peter took?" Betty asked, still with the same fake smile on her delicate features.

"We need recent pictures!" The head of the Bugle cried. "We need up to date reminders on why he is a menace to society, otherwise people may lose the message! I did not get this paper to where it is today by using old photos, Brant! The Globe would have my head on a pike if they found out!" He ranted.

"Alright, alright, just a suggestion," Betty conceded.

"Mister Jameson?" A man called behind him.

Jonah turned around, to see his top investigative journalist standing in front of him, smoking a cigarette, and holding a manila envelope. "What is it, Urich?" He asked, unamused.

Ben Urich put a hand through his slightly long brown hair. "If you're having trouble with a cover story, I think I have one."

"Oh yeah, what is it?" Jonah asked, not expecting anything worthwhile.

"The vigilante in Hell's Kitchen," he answered, before taking another drag of his smoke.

"Ugh, not this Daredevil nonsense again," Jonah shook his head. "I told ya Urich, I ain't interested."

"He's real, Jonah," Ben defended. "He's real, and he's busy. He's been taking down gangs left and right in Hell's Kitchen."

"And yet there's no solid evidence that he's real," Jonah stated. "I won't have myths on the front page, Urich!"

"We live in a world with a spider-powered man, Avengers, mutants, hell, we got invaded by Aliens and a robot man almost destroyed the planet. But a guy dressed as a devil is too much for you?" He argued.

Jonah rubbed the stubble on his chin, before letting out a small sigh. "Let me see," he said, giving in to Ben's request. It looked like Daredevil was going to make his front page debut, much to Jonah's chagrin.

* * *

"Ah...nothin' like havin' the day to myself."

Logan wandered around the X-Mansion, as the rest of the X-Men were out taking the students on a type of field trip. Charles Xavier offered Logan to come, since he was one of the professors after all, but he declined. Logan wasn't used to being a teacher, and definitely wasn't used to going on fun little trips with teenagers. Ugh, he could only imagine.

Instead, he's alone in a giant mansion, with a flat screen TV, and a fully stocked fridge with his favorite brand of beer. He made the right call.

He walked into the large, pristine kitchen of the mansion, as he glanced at the marble covered counters, and dark mahogany tables and cabinets inside, all of it slightly covered in packaged food and cooking gear. Not really caring about much else, the mutant then walked over to the large, double door fridge, and looked inside it.

He found a six pack of his beer. Untouched. He grinned for a second, ripping a can off of the plastic rings binding them together, before freezing. He sniffed the air a few times, before frowning deeply.

"We have a doorbell, ya know," he growled, as he closed the fridge door, and looking to his left, to see the familiar sight of Nick Fury, standing there in his usual trench coat attire.

"If I used it, you wouldn't of answered," Fury stated.

Wolverine gave the director a small glare. "You're right," he agreed, before cracking open his can and taking a drink.

"How's Kurt doing?" Fury asked. "Recover from that gunshot yet?"

Logan didn't look amused. "He's just fine. Off on a trip right now. Some punk getting a lucky shot ain't enough to keep him down."

"Getting a hit on a teleporter..." Fury mused. "One heck of a thing."

"What do you want?" Logan shortly questioned.

"I need your help," Fury answered.

"Ain't interested," Logan said, as he turned and started to walk away. "I've had enough classified missions of yours to last me a lifetime."

"It isn't a mission for you," Fury said, making Logan stop in his tracks.

"Then what?" Logan asked, turning back around. "You need help movin'? Cause I ain't picking up a couch for you."

"Cute," Fury frowned, as he looked at the diminutive man. "I need help finding someone."

"And you need a tracker?" Logan said. "Answer's no."

"I need Cerebro."

Wolverine froze mid-drink, as he looked at the head of SHIELD, surprised. "How do you know about Cerebro?"

"I know everything about this school," Fury said. "You're lucky SHIELD isn't run by bigots, otherwise we could've shut this place down permanently."

"Oh yeah?" Logan asked. "And how do I know you ain't gonna do that anyway?"

Fury leaned on a table. "Because you aren't the only one who's been persecuted for who they are."

Logan looked at him, before nodding his head slightly. "Who ya looking for Nick? Some terrorist? Scientist?"

"You've met him before," Fury stated. "I'm looking for Spider-Man."

Logan paused again, his face showing the slightest bit of concern. "Spider-Man? What'd ya want with him? He's just a kid."

"I know," Fury said, as he looked down for a moment, before looking back at the mutant. "A few days ago, the Avengers and Fantastic Four were led by me on a mission to Latveria."

"Latveria? What'd Doom do this time?"

"Built a WMD," Fury answered. "It was to be launched into space for an unknown purpose. Since unknown could've meant us, we had to shut it down."

"And?" Logan asked, not seeing the point.

"Spider-Man was launched into space during the operation."

Logan's eyes widened, before a snarl got on his face. "You sent a kid to fight a dictator?" He growled, not happy at all.

"Yes, I did," Fury said as he got off the table, apologetic. "And I regret it."

"He could handle thugs and a super-powered freak or two. And you sent him against Doom!?" He yelled, as he walked closer to Fury. "The hell were you thinking?"

"He's a powerful kid, and we figured that power could be useful."

"So what?" Logan asked, flabbergasted, as the mutant was now right in his face, baring his teeth. "SHIELD needs to cover this up? Try to fix it's mistakes?"

"SHIELD has nothing to do with this," Fury told him, surprising Wolverine.

"Wait, what?" Logan questioned, confused.

"I'm here without SHIELD's consent," he revealed. "They've wiped their hands of this. They won't put any resources towards finding him."

"...and that's why you're here?" Logan asked, a stoic look on his face.

"That's why I'm here," Fury said, a tired look in his eye.

Logan went quiet, considering this, as he backed off slightly. He scratched his cheek real quick, before taking another gulp of his beer. "Xavier ain't here now," Wolverine told him. "And he ain't going to be here for a while. Cerebro's only been used to check the Earth, not space."

"But can you try?" Fury asked, emotionless.

Logan just looked at him for a moment. "We can try. What makes you think he's alive? He got shot into space. Anyone without a healin' factor is pretty much dead up there."

Fury closed his eye for a second, before looking back at Logan. "He's one of the smartest people I've ever met, and he's one of the most determined people I've ever met. If anyone of us can survive being shot in space, it's him."

"That can't be all," Logan said. "That wouldn't be enough for ya..."

Fury nodded his head slightly. "You're right. What's enough for me is that Tony Stark thinks he's alive. And who am I to argue with a genius?"

Wolverine looked away for a second, as the two remained quiet.

Fury was the one to break the silence. "I'll see myself out," he said, as he started to walk away.

"Fury."

Nick paused, as he turned slightly, to see Logan staring at him. "Yeah?"

"I don't like you."

"I know."

"But he was a good kid. If we can't do it, will you find him?"

Fury went silent for a moment. "Logan, I will do whatever I can."

Logan stared at the director for a moment. "That's all I can ask," he said, as he drank his beer. Fury turned back around, and walked out of the kitchen, disappearing from sight, and leaving Logan alone with his thoughts.

* * *

"Natasha? It's Clint. You know it's Clint. Pick up. I'm worried."

Hawkeye was perched over a ledge in Japan, his vision illuminated by the multiple neon lights of the modern city, and his senses assaulted by the sounds of various people under him, bustling around even at this hour of the night. He had his bow and arrow drawn, as he was waiting for the target of his mission: a Dragon Head of the Triads.

Hoping to distract himself from the situation, Clint had gone to SHIELD, and though he'd never admit it, basically begged for a mission. He was granted one, was flown halfway around the world, and now he's sitting on a building in the middle of downtown Tokyo. For the moment, he was content. That is, until he actually tried to face his problems.

Peter had grown on him, as he had grown on the rest of the team. They watched movies together, they played video games against each other, Clint tried to show the teenager how to shoot a bow and arrow once (to disastrous results), and they just overall bonded. A kid and a kid at heart, how could they not get along?

Of course, Clint was devastated too. There really wasn't anything he could do, and there wasn't anything saying that Peter had actually survived the trip to space, or is actually alive right now. As far as Clint knew, Peter was dead. Sadly, Clint was used to this kind of situation. Hey, it comes with the job. That's why he kept his family under wraps, so they could be spared. Clint would just have to chalk this up to a learning experience

Natasha, on the other hand...

Clint tapped his earpiece once more, calling his partner. Her communicator went straight to the message beep, without any trace of a voicemail message. "Tasha, come on, talk to me," Clint said, not knowing what to do.

Natasha was hit surprisingly hard by this, at least from what Clint could tell. Even after all of these years, his closest friend was a hard woman to read. But she felt this. She felt this loss. Clint couldn't remember the last time it happened. She stayed distant from most people, him and Cap being notable exceptions, but with Peter, she had something different. A kind of respect that lead itself to something else.

It was no secret that she didn't think of him at first. In fact, she hated the fact he was around. A kid hanging around Earth's Mightiest Heroes because Stark wanted to get his kicks? Clint was skeptical at first, but Natasha? Oh, the things she said behind closed doors.

But eventually Peter proved himself. He showed what an intelligent kid he was, even if he couldn't shut the hell up. He had heart, and as Spider-Man, he showed a desire to do what's right. Clint still isn't sure what Peter said to win her over, but he did, and she's looked favorable upon him ever since. Hell, she wanted to make a scrapbook for his winter formal dance. SHIELD agent and former Russian superspy and assassin who was feared by even the most powerful of men, was tempted to make a scrapbook for a 16 year old boy.

Suddenly, Clint felt an overwhelming sadness. He couldn't pretend anymore. He was going to miss Peter. He was a good kid, and a great hero, and if his kids grew up to be like that, he would be a proud father. Hawkeye shook his head, frustrated and hurt. He wasn't going to have another video game night with him, wasn't going to get into a stupid argument with him again, and they weren't going to be able to annoy each other again.

Clint looked down, and saw his target. He tightened his grip on his bow, made sure the string was pulled back all the way, and aimed. He didn't miss. He never does.

* * *

Tony walked down the streets of Manhattan, a little weirded out to actually be on the ground level of the city for once, like a normal pedestrian. Not in a limo, or flying high above, but actually walking around.

It felt...foreign...

He looked at the people walking past him, oblivious to who he is. He gave a tired grin at the thought, as he was wearing a dark hoodie with the hood up, over a baseball cap, along with a pair of dark sunglasses over his eyes. The Avengers' go-to "incognito" outfit. So good, no one can even tell when a billionaire superhero was walking the streets among them.

Ex-superhero, actually. He's retired, and he's staying that way. He's lost way too much to go back to his former life.

Pepper, Peter, his sanity, he just can't do it. Not anymore. It was fun at first, it was exhilarating, but he realized the responsibility that would come with it. He took it without question at first, but when aliens and gods started coming into the mix, he was...strained, to say the least. Then when all these villains started popping into his life...

He pushed people away. He knew he did. He pushed Pepper away, he tried to push Rhodey away, and he hasn't even contacted Happy since the former bodyguard got out of the hospital. That's just what Tony did. He didn't trust himself or his life to keep people safe. And now...

Pepper's gone. She's gone. She won't come back, he can tell. He finally pushed too far, and she won't tolerate him any longer. He needs to accept it, and try to move on. But God, if it didn't hurt.

Lost in thought, his feet mindlessly taking him across the street along with the other New Yorkers, a question popped into his head.

Why did he bring Peter into all of this in the first place? Just because he was cool? Stark had never seen anything like that before. Someone who was so strong, but so quick. Someone who when he looked into it, turned out to be so young. And he was already more courageous than most men.

Probably more courageous than he was.

But it had to of been more than that, right? To have brought him into the fold so readily, he had to of had a better reason than that.

No one else knew this, but, he had a talk with Steve about this. After the Scorpion thing, Steve was more than willing to have Peter around. But, he was curious as to why Tony found him in the first place.

"Because I was bored," was the answer at the time. Rogers just shrugged and accepted it. Typical Tony.

But that wasn't it. It may of been the factor that started it, but not the one that led to all of this. Tony...saw himself in the kid. Just enough of him. And in some ways, he sees the things he wishes he was at that age. Caring, forgiving, and optimistic.

Not like Tony was at that age. Sardonic, emotional, and bitter about his father never truly caring for him. Heh, actually, now that he thinks about it, that sounds like him as an adult too.

The truth was, Tony saw a kid who could be better than him, and he wanted him to succeed. That's why he brought him into his tower, that's why he had him hang around the Avengers, and that's why Tony was guiding him. Because Tony wanted to mentor the kid who would change the world.

But he got that kid into space. That one was his fault. Doom may of done the act, but Tony caused it. And now if Tony can't figure out a way to bring him back, he was dead. That's why Tony really didn't want to take this break, but he had exhausted all of his options. He needed inspiration, and fast.

He hates how right JARVIS can be. Maybe he should lower the intelligence a smidge.

Tony finally made it to the coffee shop, as he opened the clear glass door to get inside. He looked around, to see the cozy furniture, wooden floors, and various people messing around on their phones and laptops, sipping their coffee.

A room full of people who think they're better than everyone else, with little to prove that they are. Tony felt right at home.

He walked right up to the counter, as a barista was waiting for him. "Iced Americano, please. Double expressio," he said, as he took out his wallet, and handed the girl a 50. She held it up to the light, and then gave a small smile to her customer, before opening the register and giving him his change.

"One Iced Americano, coming up," she stated, as she went to work, leaving Tony alone, leaning on the counter and looking at the wall.

"Iced Americano...I think I have a new name for Steve," Tony mumbled to himself, as he waited. He heard the door open behind him, but didn't care enough to see who came in.

"Seriously, school being out is the best," he overheard a boy say.

"Yeah, but Principal Beck being a crook is weird. Like, did you read that Mysterio stuff in the Bugle?" A female voice asked.

"I saw it. Did they ever catch him after he escaped?" The boy asked.

"No," another female voice said. "Dad says they're still looking, but they don't have any leads."

"Did Peter take that picture?" The first girl asked. "Ya know, for the Bugle."

"Of course he did," the other answered. "I don't even think that they have any other photographers."

"Peter?" Tony muttered to himself, as he turned around, to see three teenagers, a redheaded boy, a redheaded girl, and a blonde, sitting in some of the cushy chairs. Tony recognized them as Peter's friends, from Coney Island.

"How is Pete?" Harry asked. "Is he enjoying Europe? I can't seem to call him and he isn't answering my texts."

"Uh, yeah," the blonde answered. "He said his phone would be in some dead spots."

"Cool, I was a little worried about Tiger," Mary Jane stated. "And how are you and Tiger doing? Give you any grief yet?"

The blonde blushed slightly, smiling. "We're...fine."

"Oooooh," MJ girlishly went, "Looks like you're doing more than fine. Come on girl, dish."

"Nothing's happened," she defended. "Just..."

"Just what?"

"Just...a little kissing."

"Ooooooooh!" MJ went again, this time playfully joined by Harry.

"Shut up!" Gwen blushed harder.

"Peter and Gwen, sitting in a tree," Harry teasingly sang.

"Ugh," Gwen groaned. "What are you, 12?"

"Gwen..." Tony said to himself, as he looked at the teenagers with wide, curious eyes.

"Here's your coffee, sir," the barista cheerily said.

"Uh-huh," Tony absentmindedly grunted, as he looked at the group of teenagers. He then sipped on his sugary beverage, before quickly heading out the door.

He just got an idea. Well, he got an idea about how to get an idea.

* * *

"Ismel. Answer me."

The slightly burly man with light brown skin, Ismel, looked at the man in front of him. However, in his eyes, and the eyes of many, this was no longer a man.

"Ismel. How did your security fail?"

"I...I do not know...they must of found a bypass."

"A bypass. You promised that you could build the world's finest system. One that was impregnable."

Ismel trembled in fear, as the man walked closer to him, towering over him.

"You promised Doom!" Doctor Doom roared, not pleased at all with his servant. "And you stand in my throne room, and say that my systems are weak."

"N-no, Lord Doom!" Ismel stated. "Your systems are strong! Nothing can beat Latverian technology! They simply exploited it. With a quick patch up, it will be impenetrable!"

Doom narrowed his eyes at his chief of security. "Very well..." he said, as the iron cladded dictator marched back to his throne, before sitting down and resting his head on his fist. "Go make the changes. Make it worthy of Doom's name."

"Yes, my lord," Ismel quickly started, as he started to walk away.

"Ismel," Doom commanded, making his lackey freeze in place.

"Y-yes, my lord?" The minion asked.

"If you fail again, you will feel the full wrath of my power. Understood?" Doom demanded.

"Y...yes..." He timidly answered, before walking out of the throne room, closing the large wooden, yet reinforced side doors behind him.

With Ismel gone, Doom was left with his thoughts. The Avengers invaded his home. That alone deserves their destruction. But he must be careful. Patient. One wrong move could put his beloved country into a war they are not prepared for. Yet. But they will be. One day, and one day soon. They will be. However, his country has lost their most powerful weapon. One that he desperately needed. And one that's importance was not understood by others.

"You should know you walked into your death," he called aloud.

He heard nothing but a pungent silence for a moment.

"Doom knows you are here. Come out, and face me."

After another still moment, a familiar figure emerged from the shadows, revealing herself to the dictator, an emotionless look on her face, and her usual leather catsuit on.

"The Black Widow," Doom greeted. "Unexpected, yet obvious. I did not think you to make a move so soon after your initial invasion."

Natasha said nothing, as she just stared at Doom, gun at the ready in her hand, while a million thoughts raced through her mind. She was used to infiltrating fortresses such as this. Just never under these circumstances.

"Has Fury sent you to try and kill me?" Victor asked. "Or is there another enemy of mine who has sent you as their fist."

Natasha remained quiet, her red hair partly covering her dead eyes, yet Doom could see their icy glare.

"Doom does not wish to fight you himself," the dictator stated, as he pressed a button on his gauntlet.

After a quick second, Ismel ran back inside. "My lord, what's wrong?" He asked as he crashed through the side doors. When he saw the presence of Black Widow, he froze slightly, before pulling his pistol out, and pointing it at her. "Don't move!" He barked, before he quickly moved in front of Doom. "You shall not-!"

He was cut off as Doom quickly rose from his throne, and grabbed his minion by the top of his head with one large metallic hand, before electricity flowed out of his hand into Ismel's body. The henchman screamed in agony, as his body started flailing uncontrollably as he was electrocuted. His skin started smoking, the smell of his burning form filling the air as Doom brutally murdered him, without an ounce of remorse, as he stared right at the Avenger, who did even flinch.

After a few seconds, Doom stopped the electrical current, until he just threw his motionless carcass to the floor. "Doom does not wish to fight you himself...but he will."

With that, Doom almost flew towards Natasha, quickly closing the distance between the two, before he grabbed her by her face with one hand, and raised her up off the ground, making her drop her gun in surprise, as she simply grabbed his wrist, without struggling.

"I should of known that you could not escape your past," Doom stated, as Natasha narrowed her eyes at him in response. "I know you. I've researched you. You once had more strength than the other Avengers, but gave that up for their ideals. So you could fit in. Pathetic. But you...are a killer. That is your nature. You simply picked the wrong target."

"You don't know me..." Natasha venomously spat.

"No?" Doom asked, as he brought Natasha closer to his silver face. "Then why are you here, assassin?"

"I...I want to know."

Doom stared silently at the redheaded woman for a long time. Finally, he dropped her, making her land on her knees on the floor, as she took a deep breath. Doom then turned around, and slowly walked back to his throne, sitting down again, before leaning forward. "You have...Doom's interest."

Natasha coughed slightly, still looking at the dictator with contempt, before she discreetly picked her gun up, placed it in her holster, and slowly got back to her feet.

"Tell me," Victor started. "How do you know I will not kill you?"

"You don't want that fight," she simply stated, dead serious. "You know you wouldn't win."

Doom was quiet. "Yet, I could simply hide this incident. Sweep it under the rug. I would assume no one knows you're here. They would never find you."

Natasha blinked. "You're right."

Doom considered this, his fingers tented, as he leaned back on his throne. "What information do you wish to know?"

"Why did you do it?" She asked. "Why did you send Spider-Man to space?"

"I did no such thing," he answered, shaking his head slightly. "His departure from Earth was completely incidental. I found an invader in my castle, I gave him the chance to surrender, and he didn't. His death is his fault and only his fault."

Natasha's face flashed with anger, before she quickly suppressed her rage. "Don't you dare speak of him like that."

"Ah, did I uncover a sort of affinity?" Doom mocked. "You come and make demands of me, and yet you expect me to follow your rules. Make no mistake, I will not do what you say, if I do not want to."

"Fine," she angrily conceded. "Just know that I don't take kindly to it."

Doom's eyes flicked with an unreadable emotion. "Duly noted."

"So you didn't do it on purpose."

"No. I would've gained nothing by my weapon's departure. And I have."

"So it was a weapon."

"Yes."

"For what?" Natasha asked, walking up to him just a bit closer.

Doom paused. "I will not tell you. You have not earned that right."

"You know something we don't," Natasha deduced.

"I always do," Doom retorted. "That matter is being dealt with by Latveria, and is none of your or the Avengers concern."

Natasha gave a bitter chuckle. "Why do I feel like it's going to be?"

Doom just silently stared, not bothering to answer.

"What are you worried about?" Natasha asked. "What scares the great and powerful Doom so much that he had to build a nuke?"

"Insolent witch," Doom barked. "You may not realize this, but Doom actually does have compassion for those who are weaker than him. Humanity is flawed. Doom is not. I can fix them. So I will defend those who pledge their allegiance to Doom. And those who do not...will be crushed." Doom rose out of his chair once more, as he walked over to Natasha, and stood tall, looking down at her. "You could be of use to my regiem. Doom sees a world of strength. The daughters of Latveria, and the world, need a woman of power to inspire them. Join my cause, and you will not only know all of Doom's secrets, but lead the new world to glory."

Natasha just stared at him. "You want to protect the world so you can take over the world..."

"I would choose a different wording. But yes."

Natasha looked down, before looking at the dictator straight in his eyes. "I betrayed one ideal for another, because I felt that it was the right thing to do. That I would be able to help the world. I won't do that for a man who's vision could destroy everything."

Doom sighed. "Is this your final choice?"

Natasha nodded.

Doom went silent, the two staring at each other, waiting for the other to make the first move. But the moment never came. "Very well," he stated. "You may leave."

Natasha stared at him with daggers for a few moments, before turning around, and began making her way down the carpeting that lead out of the throne room.

"You left him to die."

Natasha froze in place, not looking back.

"You sent a boy to war, and he paid the price. You do not have my pity. You do not have my sympathy. You caused the death of Spider-Man."

Natasha whipped around, taking out her pistol in one movement, before she aimed right at Doom, and emptied the entire clip into him, as gunshots filled the air. She stopped when she ran out of bullets, her gun just hanging in the air, as she looked at the dictator.

A few gunshot holes covered his green robes, smoke emitting from their impact points, but Doom was still standing, unaffected. "You knew that would not kill me."

Natasha just stood still, a scowl on her face, as the smell of gun smoke filled her flaring nostrils. "I did. But that made me feel better."

Doom crossed his arms, chuckling slightly. "You are a very interesting person, Agent Romanoff."

Natasha holstered her gun, as she turned back around, and started walking away once more. As she left, the sound of Doctor Doom's laughter filled the air, growing stronger and stronger, mocking her, as Doom reveled in another personal victory.

* * *

"Come on...wake up..."

Peter groaned, as his comfortable silence was interrupted by a voice, slightly distorted to him due to his grogginess.

"Hey buddy, time to wake up. Come on man, I'm starting to worry."

Not now. Peter's body woke up enough to feel the pain and exhaustion from the last few days catch up with him. He ached all over, as his eyes kept shut, his mind fuzzy. He felt that his mask wasn't on, yet the rest of his suit was.

He barely remembered anything. He went to Latveria. He fought Doctor Doom. He woke up in...

Space. He was in space. He met aliens.

"AHHH!" Peter yelled in sudden shock and terror, as he shot up, to see that he was in what looked like some kind of bedroom, with posters nostalgic of the 80's pinned up on the walls, and with older toys sitting on top of surprisingly normal looking counters. He looked in front of him, to see a strawberry blonde man in a plain white t-shirt and cargo pants, sitting in a chair, staring at him.

"Hey," the unfamiliar man greeted with a smile. "How are you feeling?"

Peter blinked. "Uh...fine, I guess," he awkwardly answered. "You know, all things considered."

"Heh, yeah," the man agreed. "To be honest, you look a lot better than we thought you'd be. You're a fast healer, aren't you?"

Peter still didn't feel entirely comfortable around this guy, and still didn't know if he could really trust him yet. "I guess..."

The man raised an eyebrow, before realization hit him. "Oh! Right! You, uh, you don't know me..." he chuckled nervously. "How about we get to know each other? What's your name?"

Peter didn't know if he should say his real name or not. This guy looked human, and he could ruin his secret identity. "Uh, I'm Spider-Man."

The man just pointed a finger at him. "Ok, that's a cool codename, and I know something about cool codenames. Seriously, good job with that. But I was kind of looking for a real name."

Peter rubbed his neck, still not sure whether he should say his name or not. This guy doesn't seem to know anything about Spider-Man. He's not acting like he's heard of him before. "How...how far are we from Earth?"

The man hummed to himself. "I don't know, let me check," he said, as he opened up one of his pants pockets, as he pulled out what looked like a futuristic tablet, and turned it one. He typed a few things. "One second. I gotta exit out of Tetris. Ah! Here we go...we are...57 million miles from Terra. We're at least a few quadrants away."

Peter raised an eyebrow. "Terra? Oh! Like terrain. That's what you call Earth, ok...WAIT WHAT!?"

"What?" The man asked, confused.

"57 MILLION MILES!?" Peter asked, eyes wide. "HOW LONG WAS I OUT!?"

"I don't know!" The man yelled back, feeling a little assaulted by the young hero's voice. "Like, two or three days."

Peter looked absolutely dumbfounded. "We went 57 million miles in two or three days?"

"We would've went farther, but we had to stop for snacks."

"How...but...h-how did I get so far away from Earth?" Peter asked.

"That rocket thing we found you in sent you pretty far, actually," The man answered. "We have no idea where it was going, but it looks like you stopped it."

"Yeah..." Peter trailed off, in thought. "Yeah, I did."

"Are you ok?"

Peter shook his head. "Nope. Not ok. What's the opposite of ok? I can't think of the word right now. I am the opposite of ok."

"Look, you'll be fine."

"Terrible!" Peter stated. "That was the word. I'm freaking terrible."

"You're being dramatic."

"Yep," Peter agreed. "Nice to meet you."

The man just shook his head. "You are a weird guy, aren't ya? You know what? Ok. All my friends are weirdos. But can you tell me your name?"

Peter just sighed. "My name's...Peter."

The man's eyes widened. "Your name's Peter?"

"Uh, yeah?"

"Ugh. Great."

"Why is my name such a problem."

"My name is also Peter. Peter Quill, otherwise known as legendary outlaw and Guardian of the Galaxy Star-Lord," he boasted.

"Who?" Peter honestly asked, feeling like Quill expected him to know who he was.

The outlaw deflated. "Seriously?" He asked himself, as he sigh, slightly exasperated. "Fine, ok, I'll tell you what. How about I just call you Peter, and you can call me Quill."

"Ok Peter," Peter answered.

"No, Quill."

"Peter."

"Quill."

"Parker."

"Parker?"

"Peter."

The two looked at each other, wide eyed and expecting from each other.

Finally, the brunette broke the silence. "You're starting to regret this, aren't you?"

"Oooooh yeah," Quill answered, as he rubbed his forehead, as he felt a headache coming on.


	41. Chapter 41: Spiders in Space

**A/N: Hey everyone. Yep, it took a long time again, but I'm still super busy. I made up for it with another long one, this one which progresses the story as well. I'm going to admit, this one took longer than expected, since I couldn't get myself to finish it for a while.**

 **See, as some of you may know, I'm from America, and as a lot of you know, we recently had an election. I'm not looking for a political debate in the reviews, so please, don't. Let's just say that Trump being elected isn't something I expected, and it certainly wasn't something I wanted. I was very depressed, and very worried for various friends of mine. For all of my American readers who aren't happy with this, I understand, and it's ok for you not to be happy. It's ok to be angry and frustrated. I am. Just please, stay peaceful about this. If you are one of the people who feel like protest is needed, than by all means, go ahead. But peace is important. Nothing has ever improved by riots, nothing has ever truly changed from destruction. The strongest message is one from a calm and rational person. So please, enjoy the chapter, get your mind off things, and thank you for your patience.**

* * *

"Dad, will you just take the medicine?"

"I don't need it."

It was another day at the Stacy household, as Gwen was rubbing her face in frustration, a pill bottle in her hand. She looked in exasperation at her father, the grizzled police chief George Stacy, as he was balancing himself on his cane.

"Seriously?" Gwen asked. "Do we have to do this everyday? The doctor said two a day," she stated, as she placed the pill bottle on the table in the kitchen.

"But I don't feel any pain right now," George defended.

"Because you've been taking the medicine!" Gwen exclaimed, at her wits end. She had been arguing with her father about this for about an hour now. Ever since he was attacked by the fake Spider-Man, AKA Mysterio, AKA her principal, Captain Stacy needed to use his cane and take his prescribed medication everyday. The cane, he didn't mind so much. Said he could use it to teach perps and some new guys in the precinct some manners. The pills, on the other hand...

"Honey, I appreciate it-"

"Dad-"

"But I really don't think-

"DAD-"

"That I need them."

"DAD!" Gwen yelled, getting fed up with her stubborn father. She opened her mouth to continue, before a knock on the door interrupted them. They looked at each other real quick, before Gwen walked out of the kitchen. She went over to the front door, and opened it. The frustrated look on her face quickly morphed into a look of shock when she saw who was on the other side.

"Gwen?" Her father called, limping over to the room. "Who is it?"

"Uh..." Gwen simply muttered, not believing the sight before her.

Tony Stark stood before her, his hat and glasses in his hand, as he fixed his hair with the other. "Gwen Stacy?" He asked.

"Gwen?" George called again, getting in the living room. His mouth came agape when he saw the sight of the billionaire. "Tony Stark?"

"In the flesh," he replied. "And a kind of ratty hoodie. Mind if I come in?"

Gwen quickly went to the side, gesturing for the former hero to come in. Tony nodded at her, and met George with a small smirk, and a handshake. "Captain George Stacy? Pleasure to meet you. Thanks for keeping the streets safe."

"Likewise," Stacy said, shaking the hand. Tony then started to take a look around the place, hands in his pockets.

"Nice place," he stated, as he looked at a little antique clock in the corner. "A little smaller than I expected."

George frowned slightly. "Yeah, well, we don't need too much," he said, leaning on his cane.

"Obviously," Tony stated, not really thinking. "I thought I read that you had a wife, Captain?"

"Yes, I do," he said. "She's out on business. Should be back next week."

Gwen walked next to his father, silently mouthing crazed obscenities, not sure what the heck was going on. Her father simply shrugged, also confused beyond belief. Tony then turned towards them, making them freeze and act like everything was normal.

"So, Miss Stacy, I've actually heard a lot about you," Tony stated.

Gwen's eyes widened. "Y-you have?"

"Yep."

"Uh...is it good stuff?"

Tony smirked. "Yes, it's good stuff. Smart girl, good grades, interested in science stuff. Exactly what I look for in scholarship recipients."

The two Staceys both looked taken aback. "Scholarship? I didn't apply-"

"I know," Tony cut off, as he started to walk nonchalantly to the kitchen, followed by the two. "I don't just let people apply to my things. You know how many people are out there that aren't worth it?" He looked at the counter, to see a pack of cookies. "You don't mind, do you?" He asked, as he opened the pack of cookies.

"No, not at all," George said, too interested in the proposal to care.

"So, I looked into your file, and we're real interested in helping you get into any college you want," he said, as he bit into the cookie. After a second of it in his mouth, he walked over to a garbage can, and spat it out. "That wasn't chocolate chip, it was oatmeal raisin. I have never been more disappointed."

"Mister Stark?" Gwen interrupted. "No offense, but how did you even hear about me?"

"Well, I believe your boyfriend is my intern."

"Peter told you about me?" Gwen asked.

Tony froze for a second, the name not exactly giving him good memories at the moment. "Is that his name?" He asked, playing coy. "I don't really talk to the kid. What happened was that we had a dropbox for scholarship suggestions. He must've put yours in, we looked into it, and we were impressed.

"So...what now?" She asked.

"I'd like a word with you alone, just to hash out some details," Tony stated, before looking at Captain Stacy. "Is that ok with you, sir?"

George frowned slightly. He had heard the stories of the playboy, and he didn't like the idea of him alone with his daughter. "Only if Gwen wants to."

"Yes!" Gwen exclaimed excitedly. "Sure! Of course!"

George cringed a little from his daughter's enthusiastic response. He's hoping that Stark wasn't one of her crushes. Wasn't she really into a boy band for a while? "Gwen, if you need anything..."

Gwen gave her dad a loving smile. "Don't worry, Dad," she said, pecking him on the cheek. "I'll be ok." She then walked over to the billionaire, and pointed in a direction. "My room's this way."

Tony looked over, and also pointed towards her room, before walking over to it. Gwen followed behind him.

"And Dad, take your damn pills!" She called, once she was out of sight.

"I'll do what I want, young lady!" George called back, laughing slightly, as he limped over towards a chair, and eased himself on it, groaning slightly. He sighed, as he closed his eyes to relax. "Tony Stark is in my house...they told me that being a dad could be weird. But did I listen? Noooo...

* * *

"You know Captain America!?"

"I know Captain America."

Peter was walking along the halls of the Milano, Quill right beside him. The two turned out to have a lot in common other than there names, as they were also kind of obsessed with nerd culture. At least, whatever existed in the 80's.

"Dude," Quill said. "Cap disappeared in World War 2. Everyone knows that. It's history 101."

"Turns out he was just frozen in some ice," Peter explained. "They thawed him out. He's awesome."

Quill squinted his eyes at Peter. "You're a liar."

Peter ran a finger across his own chest. "Cross my heart."

Quill smirked slightly, as the two neared a door. Before they went through it however, Quill grabbed Peter's shoulder, making him freeze. "Hey, uh, before we meet the others, I just want to kind of...uh...give you a heads up."

"That's always a good sign before meeting new people," Peter joked.

"They're a little weird, but...they're good people, and they'll help you get home." Quill said. After a moment of consideration, he pursed his lips. "Well, they're not really people, but they're go-" he cut himself off, thinking about it a bit more. "Ok, they're my friends. So just be cool and everything will go ok. Ok?"

Peter shrugged. "Ok."

"Ok!" Star-Lord smiled, as the door slide open in front of them.

Peter laid eyes on what must of been the main meeting place on the ship, as he laid eyes on two green people, one woman who was sitting down and disinterested, and a brute of a man, with what looked like red tattoos all over him, who turned around at the sound of the door. Peter could hear "Hooked on a Feeling" by Blue Swede playing in the background.

"Everyone," Quill started, "I'd like you to meet-"

"You!" The green man practically snarled, as he stomped over to Peter, looming over him. "The lying youngling from Terra!"

Peter's small smile disappeared at the sight of him, as Quill frowned. "Now Drax, calm down."

"I try to help, and this pup attacks and lies to me!" Drax fumed. "He is lucky I don't slay him where he stands!"

Peter furrowed his brow, his maskless face contorted in a confused expression. "Uh, I'm sorry, but how was I lying?"

"You stated that you were a queen," Drax reminded, still not amused. "You are obviously male. Males cannot be queens."

Peter thought for a second, before recalling the encounter with Drax. "Oh, that Queen of England thing?" Peter inquired, earning a nod from Drax, who seemed surprised that the Earthling couldn't recall fibbing towards the Destroyer. "That was just a figure of speech."

Drax narrowed his eyes. "Speech is not an object," Drax informed the hero. "It does not have a figure."

Peter went quiet for a second, not quite sure how to react. "Uh...thanks for telling me. I didn't know," he deadpanned.

Drax cocked his head slightly, intrigued by the newcomer. "You are welcome. Do not attack me again," Drax warned, an emotionless look on his face.

"No problem!" Peter nervously said, as Drax walked away from the teen. When the behemoth stepped out of Peter's line of sight, the brunette laid eyes on the exotic green woman sitting at the round table, with her not paying attention to Peter in the slightest. Peter looked at her, still not comfortable with his surroundings. "Uh, hi," he was able to chirp out.

The woman just stared blankly at the wall, frozen like a statue.

Quill, still behind Peter, rolled his eyes. "Gamora, it's polite to greet your guests instead of ignoring them. Come on, say hi."

"I have nothing to say to this disrespectful whelp," Gamora coldly stated, finally turning towards the boy.

"Gamora, anything he did-"

"Do not defend him," Gamora cut Quill off, standing up from the chair and getting right in the young hero's face. "I gave him my care, my assistance, and he attacks me and my teammate. I want to be clear. If you ever show me or my comrades less respect than we have earned, I will hunt you down, break you down into a heaping pile of useless flesh, and slit your throat myself."

Peter stared at her in utter shock, his mouth agape in horror, as Quill grabbed the bridge of his nose and shook his head in frustration, not happy at all with how things were going.

Peter, after a few long moments, closed his mouth, and found his voice. "I...uh...hope I don't make you do that."

Gamora nodded at the comment, before sitting back down. Peter couldn't believe it. He thought Black Widow was the scariest woman around, but no, there was a scarier one in space this entire time. How lucky of him to meet her.

"Hey!"

Peter snapped out of his thoughts at the sound of the voice. However, when he looked around, he didn't see anyone there.

"Down here ya crap monkey!"

Peter looked down, to see a talking raccoon in a type of sleeveless jumpsuit, walking on his hind legs, with a gun strapped to his back.

"What?" Rocket asked, agitated. "Too good to say hi to me?"

Peter's eyes were as wide as saucers, as he stared at the genius mechanic, silent.

Rocket started feeling a little uncomfortable, as he looked towards Quill. "Is he ok?"

"You're a talking raccoon," Peter dumbly stated.

Rocket threw his arms up, annoyed. "Seriously, you too with this raccoon thing?" He then turned back to Quill. "Is that how all you terrains say hi to people? Seriously, what a disgustingly rude race."

"A talking raccoon is insulting me," Peter observed, still in disbelief.

Rocket's muzzle twitched. "You wanna see insultin'?" Rocket asked, furious as he took off the gun strapped to his back, and pointed it right at Peter. "I'll show you insultin'!"

Peter's spider sense blared violently, before Quill quickly jumped in-between the two. "Rocket, what're you doing!?"

"He hurt my feelings!" Rocket yelled, still holding the gun.

"So you were going to shoot him!?"

"Fair is fair!"

Peter backed up from the group of space folk, as they seemed to all start talking about something. Peter didn't have to be a genius to know that it was about him, but he didn't want to eavesdrop, knowing that would probably only make things worse. Instead, he found a chair next to a faraway table, and sat at it, resting his arms and head on it.

He couldn't believe how bad the Ol' Parker Luck was treating him lately. He got shot into space, and met probably the craziest people in the entire galaxy. He had no clear way of getting home, and everyone he knew was probably worried sick for him. Aunt May, Tony, Harry, MJ, Gwen...

Oh god, how was he going to explain this to Gwen? Hey, sorry we didn't go on a ton of dates, remember when I said I had to go to Latveria? Yeah, I got shot into a rocket instead. No hard feelings?

No. ALL the hard feelings. Of course the second Peter's actually able to get a girlfriend, things go nuts. He hopes that he didn't screw things up too badly. He really likes her.

Peter sighed, hearing the slightly unclear murmurs of the Guardians behind him. He looked on the table, to see a slightly large potted plant sitting there.

"At least the plants look nice," Peter thought aloud.

Suddenly, the plant moved slightly, to show that it had a little face. "I am Groot!" The plant happily exclaimed.

Peter stared wide eyed at it for a moment. "Can I go home now?"

* * *

"Is that Zac Efron?"

"Uh, yeah?"

"Next to Stephen Hawking?"

"I guess..."

Tony Stark was standing in Gwen Stacy's room, looking at the various posters on the girl's wall. He couldn't believe the mix of stereotypical girl things, next to scientific posters. As he scanned the wall, Gwen sat awkwardly behind him, on her bed.

After a few moments, Tony laid eyes on one poster in particular, that surprised him above all else. "Is that a AC/DC poster?" He asked, looking at her and pointing at the object in question.

"Y-yes it is," she said, hoping every second that she doesn't blow her chance here. She could really use that scholarship money, and there was no way she was getting another opportunity to talk to Tony freaking Stark.

Tony, however, seemed impressed by the fact that Gwen knew about one of his favorite rock bands. "You know, Peter doesn't really know much about good music. He listens to these alternative bands that I've never heard of." He then paused, thinking about what he said. "God, I'm old."

Gwen narrowed her eyes. "I thought you said you didn't know Pete?" She asked, confused.

Tony shrugged. "I might of lied there. Just a little. He's actually my favorite intern."

"Uh...and why did you lie?" Gwen asked, still not entirely sure what was happening.

"Because I wanted to talk to you about him, and I figured your father wouldn't let me talk to you unless your future was involved."

Gwen wasn't quite sure what to make of it, so she just shrugged. "Oh. I mean, yeah we can talk about Peter, I'd be happy to."

Tony just looked at her, curious. "You aren't mad?" Tony asked, not really showing any emotion. "I just dangled a bunch of money in your face, then snatched it away and said I'd rather discuss your boyfriend. I know I'd be mad."

"Hey, if there's anything I can do to help Peter, then I'll do it," Gwen honestly said, not putting much thought behind her words.

Tony's eyebrows raised up in disbelief at the answer. Gwen, noticing the reaction, got a little worried that she said the wrong thing.

"What?" She asked.

"Nothing, it's just...wow," Stark said in disbelief, as he casually walked a little closer to her. "Now I get what he sees in you. I thought it was just cause he had a thing for blondes, but now...you know, people complain about millennials all the time, but the two I've met are pretty selfless." He seemed to go lost in thought for a second. "Maybe a little too selfless."

Gwen cocked an eyebrow. "Mister Stark, with all due respect, you're a strange guy."

Tony smirked slightly. "Guilty as charged," he agreed, as he sat down on the bed next to Gwen, who was still cross-legged on it. "I mean, I'm friends with an American icon and a sorta kinda android man. I'll think of a term for him some day. Miss Stacy, how did you meet Peter?"

Gwen tapped her cheek, thinking back. "We met back in middle school. Because..." she took a second, trying to remember. "Oh yeah! Flash Thompson threw him into a garbage can next to my locker. It was like the first time Flash started bullying him. We started talking when I helped him out of there."

Tony raised an eyebrow. "Really? Peter never mentioned a Flash before," the billionaire stated. "I'm assuming Flash isn't his real name?"

"It's actually Eugene."

"Oh, how has Peter not used that against him?"

Gwen seemed a little suspicious of the former Avenger. "You seem to know a lot about a guy that's 'just an intern' to you."

"Like I said," Tony reminded her. "I kinda lied about that. I know a lot about him. I went over to his house once."

"So MJ wasn't lying," Gwen said to herself.

"What?"

"Nothing."

"Again, just like Peter."

Gwen looked at the man, trying to figure out why he was actually there, and why he was talking about Peter. "What's going on?"

"What do you mean?" Tony said, playing dumb.

"You came over, lied to my dad, just so you could talk to me about an intern you sent to Europe. Did something...happen to him?"

Tony inwardly cringed at the mention of Europe, guilt still haunting him. How could he tell her what's really going on? That Peter's in danger? Wait. Did...did she know about Spider-Man? "I...just want a character witness. Someone to tell me about him and his impact in their life. Just to know I did something right in hiring them."

Gwen considered this for a second. Something seems off, like he wasn't telling the whole story. Of course he isn't. She knew why Peter was really in Europe, and knew that Tony really knew that he was Spider-Man, but, and this might be slightly embarrassing, she didn't know if she should tell him that she knew. That might complicate things for Peter, and for her. So, she might as well play dumb, and get all these 'rules' straightened out when Peter gets back.

The problems of being a superhero's girlfriend. Oh well, worth it.

"Well, he's...he's not like anyone I've ever met. He's smart, and kind, and..."

Tony tilted his head slightly when she trailed off. "What?" He asked.

"You've probably heard all this before," she said. "So how about I just tell you that there's no good reason that he is the way he is."

This threw Tony off. "Beg pardon?"

"He's lost so much, and he's still losing so much," she said. "He constantly has a million responsibilities, and it makes it hard for him sometimes. Heck, I'm still not sure if he and Harry are friends again or not. And he's never really recovered from his Uncle Ben dying..." Gwen thought to when Peter finally told her the full story about that. What a sad night. "But he doesn't give up. He doesn't, because he doesn't think he can. He has people relying on him, and he'll do anything to make sure they're ok. Even by doing something completely unconventional and ridiculous. That's why I'm dating him."

Tony went dead quiet, as he just stared at the girl. Her words echoed in his head, as he finally stood up, motivated once more. "Thanks kid, you helped me out," he said, as he opened up the door and was about to step out. However, he stopped real quick, before turning around and facing her once more. "What do you think about ESU?" He asked.

Gwen perked up a bit. "ESU? Well, they...they have a really cool science program."

"Glad you like it," Tony said. "I'm paying your tuition to it when you graduate. Congrats," he stated, as he walked out, leaving the stunned girl alone to herself. Once Tony was out of sight, she pumped her arms in victory, happily hopping up and down on her bed.

Tony left the apartment, thinking about what she said. Peter was just as important to others as he was to him. Probably more. However, one thing got to him.

"Completely unconventional and ridiculous..." he thought aloud. Time to throw the weirdest things he has at the wall. Time to do something he never thought that he'd do.

* * *

"I seriously hate this kid. I mean really, who does he think he is, insulting me like that?"

"I am Groot."

"I don't care if he complimented you! He's still a jerk!"

Rocket was tinkering with something he had been working on for a while, as Groot kept him company in his room. Ever since the battle with Ronan, Groot had been slowly growing into his original size, still being in a potted plant, but big enough to look like he could step out of it any day now.

"I am Groot?" the plant asked.

"No, I'm not being harsh. You don't like it when people call you a tree, do you?"

"I am Groot."

"Course not! So why should I tolerate being called a 'raccoon'?" Rocket said, with bitter air quotes being thrown around with his fingers. "Whatever the flark that is."

Groot gave a squeaky gasp at the furry mechanic.

"Oh, what, can't handle a little language?" Rocket asked.

"I am Groot!" The little potted plant protested.

"Ugh, fine, fine, I'll watch my mouth," Rocket conceded. "Big baby." Rocket then shook slightly in his chair, as the ship seemed to land. "What?" He asked himself, not expecting to stop anywhere. He looked out the window, to see the sight of a familiar ship dock. "Oh come on!" He shouted to himself, as he grabbed his gun, strapped it to his back, and quickly walked out of his room.

"I am Groot!"

Rocket quickly walked back into his room, and picked up the plant. "Sorry, still tryin' to get used to that."

"I am Groot," Groot understandingly said, as the two went into the hallway.

After a few moments, they made their way to the control room, seeing the rest of the Guardians, looking out the window at the almost futuristic and clean city they were now in. "Alright, anyone wanna tell me why the hell we're on Xandar?" The mechanic asked, earning the attention of the others.

"I am Groot?" Groot questioned.

Quill just shrugged. "I thought we needed to get out of the ship. You know, stretch our legs."

"Stretch our legs?" Rocket parroted, in disbelief. "Did you forget about the kid? Ya know, that rude little scumball we have hanging around?"

Quill rolled his eyes. "Rocket, calm down, ok? I didn't forget, and I know how serious this is. But come on, we've been cooped up here too long, and you know what it does to Drax."

The Destroyer nodded his head. "I am not fond of being locked inside these quarters. It makes me...irritable."

"We know, buddy," Quill said, patting the larger man's shoulder. "That's why we need to buy new furniture."

Rocket groaned, frustrated. "So, what, we're stuck with that weasel for even longer now because you want to take a little break?"

"I am not fond of him either," Gamora stated. "But it seems a bit strange for you to call someone else a 'weasel'."

Groot gasped. "I am Groooooot," he said, realizing what Gamora just insinuated about his best friend.

Rocket's beady eyes bulged slightly in rage. "Alright, let's get one thing straight here, alright!?" He started. "I am NOT a raccoon, I am NOT a weasel, I am NOT anything other than me! Got it, Greenie!?"

Gamora smirked. "You know, it's a bit adorable when you try to be menacing," she chided.

"AAAAAHHH!" Rocket shouted, infuriated. "I don't have to take this! I'm leaving!" He announced, turning around.

"Hey!" Quill said, making his teammate stop in his tracks.

Rocket slowly turned back around. "Yeah?"

"You know we're just teasing you, right?" Quill asked, concerned that he actually had hurt his feelings.

Rocket paused for a moment, before nodding his head. "Yeah. Just get annoyed sometimes, ya know?"

Quill smiled. "I know. It's cause we love ya," he joked.

"I do not love him," Drax stated. "He is my friend and ally, but I do not feel love for him."

"Metaphor," Quill clarified.

"Ah," Drax responded, knowing what he meant now.

"Rocket," Quill said. "Is there any chance you can get the kid?"

"Ugh, why do I have to grab him?" Rocket asked.

"Because you're heading that way. Tell him we're going on a field trip."

Rocket rolled his eyes, as he sat Groot down onto a chair. "Aye aye, jackass," he said, as he left the control room, and started wandering to where the Spider-freak was supposed to be at. "Hey, time to get off your ass and-" he cut himself off when he peeked inside, to see that he wasn't in his little room like he should've been. "Uh...that could be a problem..." he said to himself. Before Rocket was able to call in to the others, he heard a loud, clanking sound, like someone dropped metal on the ground.

It was a sound he knew too well.

"Hey!" He cried, as he quickly scurried down the hall, to get to the room he had made his workshop, to see Spider-Man, mask and all, perched on a chair, tinkering with some of the stuff he found. "Hey! Get away from my stuff you little twerp!" Rocket fumed, not happy to see someone messing with his things.

"Oh," Spidey absent-mindedly said, looking over to the furry Guardian. "This is your stuff?"

"What're ya, deaf?" Rocket asked. "Yes, this is my stuff! That's my scrap metal, and my tools, and that is my favorite screwdriver that you're getting your grubby little mitts on!"

Peter looked at the tool in his hand, before placing it back down on the table in front of him. "Sorry."

"You should be!" Rocket snapped. "I don't know what you Terrans do with those things!" He said, pointing at the teenager's hands. "You could've-" He trailed off, as he looked at the small, little contraption that Peter was working on. "What is that?" He asked, calming down.

"Oh, I saw you had some stuff that was similar to some things I had at home," Peter said. "And I was getting a little stir-crazy, so I started making something I was thinking about doing anyway."

Rocket carefully picked it up with two fingers, trying not to accidentally break it. "Looks like that symbol on your chest," he observed.

"Yep," Peter agreed. "It's a spider tracer."

Rocket looked up at the young man. "A what?"

"Spider tracer," Peter repeated, obviously excited about it. "I throw this on someone, it sticks, and bam! I can follow them."

Rocket looked at him quizzically. "So, what?" He asked. "You got some kind of homing device?"

Peter rubbed his head, not really wanting to go into explaining his spider sense, and how the tracer was on the same radio wave level that it was on. "It's...kinda like that. Just weirder."

"You're a humie in a red and gold suit that we found in a missile thingy," Rocket stated. "You're weirder in general."

"I would say something about a kettle and a pot, but I don't know if that's a thing in space," Peter stated.

"Whatever," Rocket said, as he threw the device back to Peter, who effortlessly caught it. "Anyway, get to the others. We're going out for a bit."

"And then we'll figure out how to get me home?" He asked. "Seriously, I have so much Game of Thrones to catch up on, it ain't even funny."

Rocket just stared at him.

"Oh, right. Space," Peter realized.

"You can go now."

"I think I'll do that."

* * *

"What're the numbers at, Professor Warren?"

Norman Osborn was talking on his phone, as he wandered around his modern penthouse apartment, light staining the walls in patches as the sun set, as he tried to see where his formula was at for the moment. He had been putting a lot of hours into what was once the super soldier serum, making it into his own. He hadn't worked on anything else. Why bother? He had the U.S. government breathing down his neck. His other projects weren't going to sate them now.

They had originally came to him to make weapons. Super people that would do the army's bidding. But during their testing stages, they were defeated, captured, and highly publicized.

Needless to say, Uncle Sam wasn't quite happy with that.

Gargan, Marko, the flight suit, all weapons that he had created. Weapons that he blamed on Toomes, the murderous fool. He hopes he rots, wherever the pompous man is.

But the fact of the matter is that he had various other weapons and test subjects lined up. Just waiting to be created. He doesn't know if he'll ever be able to finish them. That's something he'll have to figure out for another day.

" _Only a few numbers are in the red, Mister Osborn,"_ Warren said over the line. " _Much less than previous tests, however. We are finally starting to see real progress being made. We seem to be missing something though."_

"What?" Osborn asked, through gritted teeth.

" _That's the main problem, sir. We have no idea."_

Norman groaned, as he walked into his living room. "Ugh, you useless little-"

He cut himself off as he stared at the sight in front of him. His disappointing son Harry, standing near the front door with a frown on his face. Joined by the surprising presence of Tony Stark himself, dressed very casually.

"Warren," Osborn said into his phone, staring right at his business rival. "We'll talk later." He then hung up on his employee, before putting his phone back in his pocket.

"Nice place," Tony commented with a small frown as he stared at the red headed CEO. "Not as nice as Stark Tower of course, but still nice."

"What are you doing here, Stark?" Norman asked, as the two met halfway in the spacious living room. He then turned to his son, not happy. "And why, Harry, did you let him in?"

"I-I didn't-!"

"Just came by, said I was the pizza he ordered, and came in," Stark explained, walking more in the house. "Seriously, you should consider encrypting your son's phone too. Seems kinda selfish to just protect your own stuff."

"I never thought anyone would ever find Harry important enough to hack. Why would they? He isn't exactly an exciting prospect in the business world other than being my son," Norman stated, coldly, not even bothering to look at Harry.

Tony took a glance at the approaching Harry, who seemed hurt and angry by the comments. The billionaire felt like this wasn't a rare incident.

"Stark," Norman interrupted Tony's thoughts, making the slightly shaggy man turn back to him. "I'm going to ask one more time, before I call the police. Why are you here?"

Tony closed his eyes for a second. God, he hated this guy. Always has. He can't believe he was doing this.

He sighed, before he opened his eyes again. "I want to make a business deal with you," he painfully admitted.

Osborn blinked in surprise, before his face reverted to its normally cold demeanor. "Really now?" He asked, incredulous.

"Osborn, I'm not happy about it, don't make me drag this out," Stark said, a little frustrated. This man was ruthless. He doesn't care about the lives he effects with every invention or business practice he uses. He was a grim reminder of how bad Tony himself could've gotten if he ignored his morals as he wanted to do so many times. If he didn't stop mass producing weapons.

Norman just smirked, a hint of deviousness in his eye. "Now, why would I drag this out. Just to watch you squirm as you need me?"

"I just need some research of yours," Tony stated, as he pulled out a little device and projected a small hologram of some schematics. "You did some experiments where you modified a telescope to identify and zoom in on specific chemical outputs in space. It wasn't finished, but results looked promising." He then turned off the hologram and placed it back in his pocket. "I want to buy it off you."

"Ah, yes, the Ingrid telescope," Norman remembered. "I haven't thought about it in years. Why do you need it?"

Tony clenched his jaw slightly. "Figured it would be helpful to the Avengers. Help save people."

"Looking to expand, Stark?"

Tony stared at him with hard eyes. "Or we could be looking to avoid another Battle of New York. You know, when aliens destroyed and damaged half of the Manhattan?"

"Not my half."

The two stared at each other, distain in both of their eyes. Harry looked at the two, a little intimidated by the tension in the air. The clashing yet similar personalities were so strong by themselves, and seeing them collide was very intense.

"So, do we have a deal?" Stark asked.

Norman narrowed his eyes, just slightly. However, Tony knew this man well enough to know how significant it was.

"No," Osborn simply stated, ending the idea.

Tony rolled his eyes. When an Osborn narrows his eyes, that means he won't do whatever it was you asked. Every time. "Any chance you can reward me with a reason before being a jackass?" He asked, not happy.

"What reason do I need?" Stormin' Norman questioned. "You're my business rival, you've been nothing but a pain for me, and because of you, I have had to end many, many experiments that I was very fond of. Anything that would help you, hurts me. I will not hang the sword over my own head."

"So instead of helping people, you'll only help yourself?" Tony observed, frustrated.

"Why should I believe that you'll help people?" Norman asked. "Maybe you'll use it for your own purposes. Maybe you'll just use it to make yourself richer. You have done nothing but hurt my company. You have cost me untold millions of dollars. Hell, you have even taken Peter Parker, a young boy who has been friends with my son for years, a young boy who has limitless potential and unrivaled brain power when compared to anyone else his age, and you swooped him up and took him as your own as well. I will not believe anything you tell me.

"I carried a nuke into space to save your sorry ass!" Tony blew up. "I was an Avenger! I've saved this city and this planet more times than you've had whole fat cream cheese on your bagel, and you're saying that I would LIE about this?"

"Yes," Osborn confrimed. "You may of convinced the rest of the world that you've changed, but you're still the same arms dealing maverick you've always been." He frowned deeply. "You're just better at hiding it."

The CEO put his arms behind his back, as he started walking towards the front door. "I have work that needs to be done at the lab. Harry, against my better judgment, I'm going to trust you to show Mister Stark out. Try not to disappoint me this time," he venomously requested, as he walked out without even looking at the two.

Tony kept clenching and unclenching his fists, furious with the man. The arrogance. That irritating air of smugness. That unearned sense of superiority. What a deplorable human being. He hated him. It took a lot for Tony to actually hate someone, but Jesus, that man deserved it. Now he was back to square one.

Tony suddenly realized that he wasn't alone. He looked over at Harry, who seemed angered as well. The billionaire looked into the young boy's eyes, to see a very familiar look. A look of hurt that you can only achieve with a very specific thing.

A father's disapproval. A father's distain. A father's uncaring attention.

"Hey," Tony said, making the boy perk up slightly and look at him. "I, uh, I remember you."

Harry furrowed his brow slightly. "Uh, yeah?" He said, not sure how to respond. "You interviewed me at the school. You said you couldn't hire me because you-"

"Could never trust an Osborn," Tony finished. "I know. Hell, could you blame me after seeing this?"

Harry crossed his arms, a little despondent. "I guess not."

Tony sighed, as he looked away from the red head. "You seem different though. If Norman doesn't approve, you must be doing something right."

Harry was a bit taken aback by the words, not use to hearing that kind of encouragement. "Th-thank you."

"No problem," Tony said, thinking for a second. "Hey, you're friends with Peter, right?" He asked, as he looked over at him again.

Harry nodded.

Tony cocked his head slightly. "You know...that pizza should be here soon. Wanna eat and talk?" Tony asked. "I'll buy."

Harry looked at the front door for a second, before shrugging. "What the hell, he'll be disappointed in me either way. Sure."

Tony smirked. Maybe this kid will give him an idea. And if not, at least he'll get an interesting conversation.

* * *

"Was that guy wearing a gas mask?"

Spider-Man was alongside the Guardians, as they wandered across Xandar, gathering a few snacks and stretching their legs before getting back on the ship. Peter, however, was absolutely amazed. He had pictured what life on other planets would be like thousands of times, but it was never anything like this. The unique architecture of the crowded city, the crystal blue ponds surrounding it, and of course, the various races that mingle with each other, varying by shape, size, color, and whether or not they have tentacles.

At least, that was how Peter was grouping them.

"Seriously," Peter blabbered, his mask right on his face. "Why the gas mask? Is it a fashion statement?"

"I don't know," Rocket, already annoyed, deadpanned. "Is yours?"

"Uh, I just like wearing it when I'm nervous. Which is all the time out here," Peter admitted, twiddling his thumbs as they walked through the crowds.

"I would be a bit more sensitive to the Lias' mask," Gamora stated, looking at the alien. "Their race had some sort of biological weapon dropped on them. They're lucky they're still alive."

"Bio weapon?" Peter asked.

Drax nodded, as he held the potted Groot, who was just looking around and smiling. "The Lia were attacked many centuries ago by a warring species. They dropped a bomb which changed who they were."

"Yeah," Rocket chimed in. "Rewrote their genetic makeup, so that any air they breath is toxic. Have no idea how they didn't immediately go extinct, but hey, good for them."

"Shows their strength," Drax stated. "Even though they look ridiculous."

"Yeah," Quill added. "But hey, better than dying, right?"

"I don't know," Peter started. "As you can tell, I'm very fashion conscious."

"I am Groot," Groot said.

"Is there a reason that's all he can say?" Peter asked the only other human around him.

Quill shrugged. "He just has a limited vocabulary. Just have to listen to the inflections."

"Oh, great," Peter joked. "And here I thought I was going to have to do something silly." He then looked over and noticed the frown on Groot's tiny, wooden face. "I'm sorry, I didn't mean it like that. I still like you the best."

Groot then smiled. "I am Groot!" He happily stated.

"Can I kill him now?" Gamora whispered to Drax.

"No, not after he complimented the plant," Drax whispered back. "That would be poor timing."

"How about when he makes a stupid comment?"

"That would be every five seconds," Drax pointed out.

"True," Gamora considered. "How about when he makes Quill mad?"

"That's better."

"No one's killing anyone!" Quill harshly whispered to the both of them, overhearing more than they thought. He then looked over at Peter, who was out of earshot. "We will figure out what to do with him later, ok?" He asked, as he then walked over to Peter, who was checking the alien metropolis out.

"So..." He began. "This was real fun, and insanely cool, but I miss my home. When are we going back?"

"Uh, soon," Quill said. "We just gotta do a few things first."

Peter looked at him with wide, gold lenses. "I...don't understand. I thought you said we'd be going right after this."

"Uh, yeah, but, you know..."

"Know what?" Peter asked. "Know who Blue Swede is? Cause I don't. We established that."

"Still breaks my heart."

"I know what Pi is," he blabbered. "Or that Baton Rouge is the capital of Louisiana, or that Old Man Jenkins was the monster all along, but I don't know why we can'y head back to Earth yet."

Quill felt nervous. "Uh, don't worry kid, we'll get there soon, we just..."

"Seriously, what's the reason we can't go now?" Peter interrogated, still got understanding what was happening. "The ship's fueled up, we have a bunch of food, and we're all stretched now. So, why?"

"Look, Peter, just trust me. We can't head-"

He was cut off, as what appeared to be a meteorite sailed right over the city, loudly whooshing by, and earning the attention of the aliens around. The meteor quickly and violently crashed in what appeared to be the center of town, next to a fountain, only a little bit away from the Guardians as the civilians around them started to spread out in slight fear.

Star-Lord's eyes widened in terror. "Oh no..."

"What?" Peter asked, as he looked at the others, and noticed their faces also had the same expression. Peter's head then started buzzing hard in his head. "What!? What is it!?"

The meteor near the destroyed fountain split open, as smoke rose from it.

"He found us," Rocket stated. "What the hell, he wasn't suppose to find us already!"

"Shhh!" Quill ordered.

"Who?!" Peter said, panicking. "Who!?"

The smoke started to clear, as a hand popped out of the meteor, and grabbed the edge, pushing himself up. He showed himself to be a tall man, with long black hair, and what appeared to be dangerous red eyes. He was thin, yet muscular, as his chest seemed broad enough. His intimidating figure stood straight, as he had an air of regality to him. In fact, his clothes seemed fancy, almost something out of Victorian England. However, what Peter noticed was his gaze, as it locked right onto him, and did not move an inch, a devilish frown on his pale face. He seemed like a predator, and he stared at Peter like he was the prey.

He didn't seem real. He seemed like the devil himself.

"Morlun," Quill gasped, as the others stared in disbelief. "Morlun the Inheritor."


	42. Chapter 42: Morlun

**A/N: Alright, this took forever to come out, for the same reasons as before. Super busy, no time to do fun stuff, etc. I'm not going to promise that the updates will be faster, as I don't want to disappoint anyone if it takes forever again. All I can say is thank you for being so patient, and for giving this story so much love even if the updates have been as slow as possible, and that I'll start working on the next chapter as soon as possible.**

 **Honestly, Inspiration struck me because of Guardians of the Galaxy Vol. 2, and holy crap that's a good movie. If anyone is worried about it, there will be no spoilers for this, or any other Marvel movie that'll come out. That being said, I might throw in fun references about it. Maybe. If it's cool.**

 **Once again, thanks for being patient, and I hope you enjoy!**

* * *

Morlun stared at the red and gold spider in front of him. The devilish smirk still prominently on his face, as the citizens of Xander ran away from him, frightened.

Spider-Man just stared back, worried. The alien who fell with the asteroid hadn't broken eye contact with him since he landed. Peter felt like...prey. This...thing, this alien, had evil flooding off of him in waves. It was obvious looking at him that this was not a normal person. This was not a good person. Malice pulsated off of him, as his muscles seemed to tighten in anticipation at the fight in front of him. He seemed eager, as if this was something he has waited a long time for.

"Do we have a plan?" Rocket asked the others, as the Guardians were prepared to fight.

"You know our plan," Quill retorted, as he tapped the device behind his ear to summon his helmet. "This is NOT part of the plan."

"Can someone please tell me what's going on!?" Peter cried, looking around at the others. "And who the crazy alien asteroid guy is!?"

"He is looking right at him," Drax observed, as Morlun's stare was unwavering from Peter.

Gamora turned her head towards Spider-Man, who just kept looking towards the invader. "He knows..."

Morlun slowly started to walk closer to the heroes. The same evil expression on his face, he meticulously stepped towards them.

"I am Groot..." Groot shook in his potted pot, as Rocket held him in one hand, and pulled out a lazer pistol with the other.

"Yeah, we're probably gonna die," Rocket stated. "It's been a good run."

"The Guardians of the Galaxy," Morlun greeted, coming ever closer. "I have heard of your plans to stop me."

"Whatever we do," Quill whispered to the others. "Do not let him touch the kid."

"Wait, what?" Spidey asked.

Morlun narrowed his eyes at the teenager, the smile on his face becoming more wicked. "Obviously, Guardians, your plan has failed."

The instant Morlun finished talking, he launched right at Peter, almost immediately getting to him with an unreal speed. However, Drax was able to jump in front of the webhead at the last second, protecting him. Morlun threw a powerful punch into Drax's stomach, making the destroyer hunch over in shock and pain. Morlun then grabbed him, before tossing him away, like he was nothing. Drax flew through the air, before crashing into the side of a building, cracking the wall.

After a quick moment of observing his work, Morlun whipped his head towards Spider-Man. Ready to pounce, he was interrupted by a kick to the face by Gamora, who was unleashing a series of sword strikes, yelling a battle cry as each one connected. However, it seemed to merely stun Morlun for a second, as the sword slashes did nothing to him otherwise. There was no blood, no cuts. She could've hit him with a stick and the result would've been the same.

Peter couldn't believe what he was seeing. A man who just shrugged off a lady as scary and dangerous as Gamora was not someone the web slinger wanted to mess with. Which sucked since it seemed that he was what the alien wanted most.

His thoughts were interrupted as Star-Lord quickly ran up to him, and grabbed him by the shoulder. "Kid, stay back, don't let him get near you! We're gonna handle this!"

"He threw the big, scary, green guy like a bean bag and he's acting like Gamora's hitting him with a nerf sword," Peter argued.

"Just listen and let us fight him!" Quill yelled, before letting the boy go and pulling his dual lazer pistols. He began firing at will, sending a barrage of blasts towards Morlun, who had just kicked Gamora away from him. Morlun, however, noticed them coming, and swatted them away with his hands, acting like they were nothing more than annoying bugs. The blasts then flew in several different directions, hitting several structures around the fight, causing them to start falling apart.

Spidey noticed, and quickly realized that groups of people were hiding out nearby. Peter looked at where the blasts hit, and saw that it was making the structures slowly crumble apart, putting the people in danger. "Alright," he mumbled to himself, as he started to swing away. "always wanted to save aliens. If 10-year-old Peter could see me now."

* * *

"So, pineapple?"

"You aren't one of those, are you?"

Tony Stark was sitting in the living room of one of his business rivals, getting over a rejection that had crushed him more than he wanted to let on. Next to him was someone he never thought he would even think of again. Harry Osborn, Stormin' Norman's son. Even more surreal, they were being friendly enough with each other, while eating pizza.

"I'm not one of those," Tony clarified. "Good food is good food. I'm just surprised is all."

"Why is that surprising?" Harry asked, confused as he held a slice in his hand.

"Us rich types tend to be waaaaay too snooty," Tony explained, as he reached for another piece himself. "They have all the money they ever need. Who are they trying to impress?"

"Says the guy who made a robot suit to fight evil," Harry stated, taking a bite.

Tony shrugged, trying to figure out if Harry meant that as a harmless joke or as a personal dig. "Fair enough."

Harry smiled slightly, before frowning once again, slouching on the couch. "My dad does act like that though. Maybe even worse. He just thinks he's better than everyone else."

Tony looked at the young man with sympathy. "You don't really get along, do you?"

"Pfft."

"Understatement," Tony thought aloud. "Definite understatement."

"He always puts me down," Harry told the billionaire. "It's just so annoying sometimes. Yeah Dad, I get it, I won't be as good as Peter, I know."

Tony furrowed his brow. "He says that to you?"

"He's always comparing us," Harry explained. "When me and Pete started hanging out, he would come over here all the time. I had more video games than him. And my dad, just loved him. Super smart and nice kid, how couldn't you like him? Except when he acts like a jerk. Hell, you liked him more than anyone else at the school. That's why he's your intern."

Tony looked at him for a moment, before he looked at the floor. The two ate in silence for a few moments, before a question popped into Stark's head. "What made you like Peter?"

Harry put down his slice of pizza, before sighing a little. "He, uh, he was one of the few people that didn't treat me different because of my dad. Everyone else either bullied me or tried to be my best friend so they could get my money. But Pete didn't care about that. He just wanted to be my friend."

The redhead rested his head on his hand, as he had a far away look in his eye. "I know things are still weird between us, and I don't know if we can actually fix things, but he's not a bad guy. At used, he didn't use to be."

"He's not," Tony stated, matter-of-factly.

Harry sighed. "If you say so. But we were friends because he was nice, and because he was smart. He helped me out with my homework a lot. He has this way of looking at a problem we've looked at a million times from a completely different perspective that almost makes no sense. I can't tell you how many times that's helped me out."

Tony thought about it for a second. A completely out there perspective. Thinking a bit, an idea suddenly popped into his head.

He jumped to his feet, inspiration striking him, as he started to make his way to the door. "Gotta go, kid, just remembered that I have an appointment to get to," he quickly explained. However, when he got to the door, he took a quick look behind him, to see a depressed Harry, looking at the ground. Tony stared at the redhead for a second, suddenly feeling very guilty for having to leave. He was looking at a sight that he knew a little too well. The feeling of being unloved by his father.

"Kid, uh, look," he started, earning back Harry's attention. "My old man was a dick too. He was running his company, constantly dealing with the government, didn't have time for the family. But, he wasn't able to stop me from being who I am. You make your own good, Harry. Doesn't matter who your family is."

Harry stared wide eyed at the former Avenger, processing what he said. Hearing support from an elder for the first time in a while, Harry almost didn't know how to take it.

Tony frowned slightly, before turning back around. "See you around, kid."

With that, Tony finally left, leaving the trouble boy alone. Slowly, he took another slice of pizza, nibbling at it while a million thoughts raced through his head.

* * *

"ZIORRAK! ZIORRAK!"

Spider-Man quickly swung around the city buildings of Xander, as the Guardians continued to clash with Morlun. However, they weren't fairly well at all, with Morlun seemingly playing around with them now. If anything, Morlun's only concern at the moment was causing as much destruction as possible, putting the citizens in the city in danger. Spidey's main concern at the moment was getting them out of the way.

"Alright, already saved one of those gasmask guys, a woman with seven eyes, and a kid who may or may not of been some kind of bug," Peter mumbled to himself, as he hurried towards the voice that was screaming. "Let's see what this one is like."

"ZIORRAK! ZIORRAK!" The voice screamed again.

"I'm coming!" He called. "Keep yelling!"

The red and gold hero jumped off his web, sticking to the wall of a futuristic looking building, as he crawled along the side to where he heard the voice. He stopped at a window that had some debris sticking out of it, hearing the alien's voice emanating from the other side. "I'm here!" Peter said, as he pulled the debris out, rock by rock, carefully and quickly.

As he got the destroyed building blocks of the building out of the window, the sci-fi nerd in Peter couldn't help but wonder what kind of alien was behind there. A Cyclops? A person who's half man, half frog? Maybe a giant lobster guy?

Spidey finally got the last rock out of the way, tossing it over his shoulder, to see who it was.

A pink octopus-like lady, with 4 eyes, two fangs, and four tentacle arms. She had fuzz over her shoulders, and had a thankful look on her face when she saw Spider-Man

Peter's eyes widened under his mask. This is the coolest thing ever.

"Abroadish!" The pink octopus lady cried, grateful as she wrapped her tentacles around Peter. "Abroadish thiake!"

"Uh, you're welcome, I guess," Spider-Man said, not sure what she was saying. "Just hold tight, I'm getting you out of here."

The lady nodded, seeming to understand the hero, as she latched on tightly, surprising Peter. "Whoa! Ok, octopus lady. I don't know what I expected. At least you seem nicer than the last octopus person I've met. Better looking too."

"Wrickeaas," The lady responded.

Peter then crawled out of the window, down the wall with the alien on his back. "Wait, did I just accidentally flirt with an alien?" He asked himself. "Would Gwen be jealous? Well, I think so, but because of the flirting or because of the fact that I met an alien?"

"Glir."

"You're right," Spidey stated, still crawling. "Both."

Out of nowhere, Drax came crashing into the wall next to Peter, making a crater that embedded him in it. "Jeez!" Peter yelped. "Hey buddy, how's it hanging?"

Drax shook his head, a few pebbles flying off while he did it, before he turned his head over to the web head, confused. "How is what hanging?"

"Oh, right, you take everything literally," Peter said. "I actually forgot about that, I don't know how. Anyway, how is the fight going?"

Drax simply pointed towards the ground, making Peter look in that direction.

Star-Lord and Rocket had their guns out, firing at will as they tried to get their sights on Morlun, who was just moving way too fast.

"Can you get a clear shot!?" Quill asked, freaking out.

"If I did, I would be hitting him!" Rocket yelled back.

"That's a good point, SHOOT HIM!" Star-Lord yelled, as he kept firing. Morlun was just a blur though, as he jumped around the crumbling city. He suddenly landed in front of Quill, grabbing him and slamming him brutually into the stone ground, cracking the tile. Quill's weapons fell out of his hands, as he coughed, the air being completely knocked out of the space explorer.

Morlun took in the sight of Quill suffering, before a large blast of energy hit him in the back, pushing him a bit. He smirked, smoke coming up from his shoulders, as he slowly turned to see Rocket, large gun in hand, staring defiantly at the unstoppable man.

Morlun slowly walked up to him, towering over the raccoon, no worry showing on either one's face. Rocket fired his gun again, making Morlun stumble back for a bit. Morlun simply shook it off, staring at the Guardian.

He then grabbed Rocket by the throat, making him drop his gun, before picking him up to eye level. "Oh, real impressive," Rocket taunted through a chocked voice, "picking on someone smaller than you."

Morlun just gave a sadistic grin. "You know, I always had a thing for feasting on those of the animal persuasion," the invader said.

"You probably could of worded that better," Rocket retorted.

"You mouthy, little-"

A small branch of wood suddenly whipped Morlun in the face, surprising him enough to drop Rocket, who gasped for air on the ground. Morlun quickly turned to where the branch came from, to see a tiny, potted plant, just sitting there.

"I am Groot."

Morlun frowned. "You are dead."

With that, Morlun charged at the potted plant, ready to kill, when a web grabbed Groot, and pulled him away. Morlun looked up, to see Spider-Man quickly swinging in the air, Groot in hand and the octopus lady on his back.

"I am Groot!" Groot said, grateful.

"Anytime, buddy. You're one of two people on your team who doesn't hate me," Spidey said.

"Dsat," The octopus lady stated.

"I know right? I am charming."

Morlun snarled in anger, getting ready to jump at Spidey, before he started getting pelted by multiple laser beams coming from the sky. He looked from where it was coming from, to see the energy raining from the sky, and where it was coming from. Men in blue armor and gold helmets, flying through the sky with jetpacks.

"Who are they?" Spider-Man asked, as he landed on the ground near the other Guardians, all just that more worse for wear, bruises and scratches obvious on them.

"The Nova Corps!" Star-lord estactically said, looking up at the sky with the rest of the team. "They're the galaxy's police force, and they're kicking ass! Wooooo!"

"Uh, Quill?" Rocket said, tugging on the man's coat, "Ya might wanna look again."

Peter looked back at the Nova Corps, to see Morlun swiftly knocking them out through the air, taking them out one by one.

"No..." Quill groaned, frustration taking over. Peter watched as the space soldiers were absolutely decimated. He didn't think it could get any worse.

Until it did. Morlun snatched a panicking Nova soldier by the throat, slamming him into the ground with extreme prejudice. The soldier let out a blood-curdling scream, as a light blue energy started coming out of him. Morlun had a smile of pleasure on him, as he closed his eyes, enjoying himself as the energy was absorbed into his body.

Peter was shocked. The light slowly drained out of the Nova Corps soldiers eyes, as he eventually fell motionless, dead. Morlun seemed to relish what he had done, glowing, as he quickly whipped around towards the rest of the Nova Corps, backup coming in the form of warships coming in from the sky.

Spider-Man saw the look on Morlun's face. He seemed energized. Confident in his abilities. Morlun slowly looked over at Peter, making eye contact with the teenager, a knowing look on the monster's face. Morlun smirked, wicked intentions evident on him. Peter felt chills going down his spine, his blood turning ice cold.

Morlun then pounced with incredible height towards the ships, landing on one, smashing it with his bare fists, and having it spin out of control into other ones nearby, making them crash into nearby buildings, the ships exploding violently.

"Time to go!" Quill ordered, as he and the other Guardians started limping away from the fight. Spidey was shocked that they leave when everything was going to hell.

"What do you mean time to go!?" Peter yelled. "What about the people!?"

"They're being evacuated!" Rocket stated, pointing out the few ships that Morlun was ignoring, the innocent citizens being loaded up by a few soldiers, obviously scared. "There's nothing we can do now! Now we gotta get you outta here or the universe is screwed!"

"Wait, what?" Spider-Man asked, confused. "What do you mean?"

Before he got an answer, another ship crashed behind them, making them turn towards the wreakage. A few pieces of melted and bended metal were moved out of the way, as Morlun moved out of the debris, not a scratch on him. "Enough games!" He called, staring right at Spider-Man and the Guardians. "Give me the Spider!"

"What!?" Peter cried, before he was grabbed by Drax and dragged to the ship before he could fully process what Morlun had said. Spidey looked back behind him, terrified as Morlun was quickly catching up to them, before a barrage of Nova Corps tackled the vampire, keeping him at bay long enough for the Guardians to board the Milano.

"Go! Go! GO!" Quill yelled, desperate to get out. Everyone quickly jumped into their seats, as the ship started taking off.

Morlun shoved off the Nova Corps, one by one, only to see the Milano speed off into the sky, leaving the planet.

Morlun frowned deeply, upset his prey has escaped. But he will find him. And he will rule the galaxy.

* * *

"Hello, Logan."

Wolverine stood at the doorway to a study inside the X-Mansion, looking at a man that he had nothing but the upmost respect for.

Not that he'll ever tell him that.

Professor Xavier, confined to his wheelchair, sat behind his desk, looking over a few papers. The headmaster of the school always working hard for the sake of his students, and mutantkind.

"Hey Chuck," Logan greeted, walking into the study. "You got a minute?"

"Of course," Charles stated, placing down the papers, before staring at one of his pupils. "I must say, I'm surprised to see you. Your session isn't scheduled until tomorrow."

Wolverine nodded. "I know. But I haven't talked to you since you came back from the trip."

Charles kindly smiled. "I never took you for someone with those kinds of sentiments."

The Canadian mutant shortly chuckled. "We both know I ain't. I need a favor."

Charles looked surprised, his eyebrows thrown up in slight disbelief. "Really? I thought you liked to handle things yourself."

"Yeah, but I ain't able to do this by myself," Logan said. "I'm stubborn, not stupid."

"I never implied you were...stupid..." Charles chided, a smirk on his face.

Logan rolled his eyes. "You're lucky you're actually funny."

"So what can I assist you with?" Xavier asked.

Wolverine sighed. "There's this kid. He's a good one. Annoying as all hell, but good. He's got these weird spider powers."

"You're talking about this Spider-Man that you encountered," Charles observed. "Is he a mutant that you wish to have enrolled here?"

"No, no. He ain't a mutant, as far as I know. He's in space."

"...I beg your pardon?"

"He got launched in space fighting Doctor Doom, and they're trying to figure out if he's still alive," Wolverine explained.

Xavier fell silent for a moment. "That...is a bit to take in. Who is 'they'"?

"Nick Fury and the Avengers," Logan answered. "Mainly Stark. I think he has some kind of mentorship thing going on with the kid."

"And may I ask how you know about this?" Charles inquired.

"Fury showed up when you were out. Said he knew 'bout Cerebro."

Xavier's eyes widened slightly. "I guess I shouldn't be surprised...still though...that's a bit unsettling."

"Is there any chance we can use it to find him?"

Xavier rubbed his chin, thinking. "Cerebro is mainly used for finding mutants who are Earthbound. I'm not sure if I can find a non-mutant in outer space."

Wolverine looked down, disappointed. The kid didn't deserve this.

"But," Xavier started, as his chair rolled out from behind his desk. "I suppose there's only one way to find out." He then rolled right up to the Canadian, who was standing still, surprised. "Are you coming, Logan?"

Logan merely smirked at him. "Right behind you, Professor."

* * *

"Off the wall...from a completely different perspective."

Tony was hard at work in his lab, simultaneously typing at a computer terminal with one hand, while swiping holographic images around with his other.

"JARVIS."

 _"How can I be of assistance, sir?"_ The AI chirped.

"Bring up every file of every plan I've had yet to being back Peter," he ordered.

 _"Right away, sir,"_ JARVIS stated, as several holographic screens popped up in front of the genius.

Tony quickly started shifting through them, swiping away as he analyzed the information on them as fast as he could. "Hmmm...I think we have something with the Stark Industries satellites...but I can't triangulate the missile since I don't know anything about its energy frequencies..."

"Stark!"

Tony turned to see Natasha standing in the lab, arms crossed, an emotionless expression on her face. "Natasha, where have you been?" Stark asked. "Birdie boy's been worried sick about you. He's been calling you like a drunk ex. Which, now that I think about it, might not be too far from the truth."

"Shut up," the former assassin ordered. "Where's Peter?"

Tony went quiet for a second. "I don't know. You understand that I'm trying to find him, right?"

"Don't be you right now," she said. "How close are you to finding Parker?"

"Not too close, considering you keep bothering me."

Unexpectedly, Natasha grabbed the billionaire by the collar, pushing through the holographic images, making them violently whip out of the way, before she slammed him into a work bench, pinning him by shoving her forearm into his throat.

"WHOA WHOA WHOA! WHAT THE HELL ROMANOFF!?"

"I told you not to be you," she stated, an ice cold look on her face. "Now, how close are you to finding Parker?"

"I-ugh, it's hard to talk like this-I keep trying new things but they're all dead ends. I'm trying to find something new right now," he choked out.

Natasha's frown deepened, as she released Tony, making him fall to the ground, gasping for air as he held his throat. He sat up, trying to catch his breath. "What the hell is your problem?" He gasped out, coughing slightly.

The former assassin just crossed her arms again, not bothering to look at him. "I'm angry," she said.

"What?" Really? I just thought that was how you say hello! By leaving choke bruises on people's necks!" He yelled, still coughing as he slowly pulled himself up.

"I went back to Latveria," she suddenly told him, earning Stark's full attention. "I wanted to see if there was anything there that could help us find the missile. I'm a world-class spy, I'm not use to not finding what I'm looking for."

Tony frowned. "You didn't find anything?" He asked.

"The only thing I found was the trajectory the missile was suppose to be on," she stated, as she pulled out a flash drive. She threw it to Tony, who was able to catch it with one hand. "But it's pretty much worthless. Peter...Peter was able to completely throw it off course."

Tony nodded. "Yeah, he, uh, he really did a number on it," he said, as he turned back to his work, grabbing a couple of the holograms back.

"He was...is really smart," she agreed. "Smarter then he lets one." She scoffed at the thought. "Why does he always act so stupid?"

Tony just kept typing, ignoring Natasha.

"Uh, Stark?"

"Hmm? Oh, I'm sorry, are you talking to me? I couldn't tell because I could still breath," he sniped.

"I said sorry."

"Nope!" Tony loudly said, pointing at her without looking. "You did not say sorry. You weren't close at all to saying sorry."

"I must of been blindsided by your ego."

"That doesn't even make sense."

"The fact that it doesn't speaks volumes about you," she sighed, as she started to make her way out of the lab, only to stop near Tony. "Stark?"

"Hmm?"

"...please, find him."

Tony paused, before he looked over, only to see that his teammate was gone. He furrowed his brow, confused at how she was acting. However, he couldn't focus on that right now. There were more pressing issues at the moment. He needed to think of a plan and fast, who knows how much time Peter had left. In fact, it'd be a miracle if he was still...

He's not going to think about it. Peter's alive. He's alive. And he's going to find him.

 _"Uh, sir?"_ JARVIS suddenly interrupted the billionaire's train of thought.

Tony threw his hands up, irritated. "What!? What JARVIS!? What's so important that you have to tell me while I'm trying to get a super powered teenager back from space, huh!?"

 _"Actually, sir, it's an intruder."_

Tony went silent for a moment. "A what?"

 _"There's an intruder in the kitchen,"_ the AI reiterated. _"For whatever reason, the security systems aren't working."_

"How?" Tony said, as he pulled up another holographic screen. "They're state of the art. I was working on them nonstop before the Latveria thing." He looked at the screen, to see all the systems were still fully operational. "JARVIS?"

 _"No Avengers are here,"_ JARVIS stated. _"Miss Romanoff has just left. I have the emergency plan ready."_

Tony nodded, not looking forward to what was about to happen. A small box suddenly popped out of the counter near him, as he turned to it and opened it, to reveal a small, silver watch.

He grabbed the watch, getting out of the lab and making his way to the kitchen, feeling equal parts determined and uneasy. He tapped the watch, having the face of it open up, before flipped it by the openings, having it turn into a glove of one of his suits of armor, a fully functional repulsor blaster on it.

He finally got to the door of the kitchen, staring at it for a solid minute, breathing hard, suddenly nervous. He didn't want to do this. He didn't want to fight bad guys again. He had quit this, and for good reason. But there was nothing else to do.

Tony took a deep breath, and closed his eyes, trying to get his composure. Finally, he opened his eyes again, and began charging his blaster. He opened the door, having it slide open, as he pointed his hand right at the intruder.

However, after a moment to comprehend what was going on, he lowered his hand, deeply confused. In his spacious kitchen, with a giant window overlooking New York City in it, and his many, high tech appliances, the intruder was sitting at his large table, wearing military-like gear, a mechanical robot arm laying limply on the surface of the table.

"Please...I can't fix it," Bucky Barnes pleaded, as Tony stared at him, shocked.

* * *

"WHAT THE HELL IS GOING ON!?"

"I can explain!"

"PLEASE! PLEASE EXPLAIN!"

Spider-Man was on the Milano, staring in the face of Star-Lord, confused and angry. The rest of the Guardians were sitting nearby, trying to recover from the fight.

"Look," Quill started. "Just, come on, calm down."

"Calm down!?" Peter screamed, furious. "What do you mean calm down!? I am calm! I'm as calm as I can be, since there's a giant unstoppable monster guy who apparently wants to eat me!"

"Look, kid, he's, he's not unstoppable," Quill argued.

"He destroyed like, half of a space army!" Peter yelled, as Drax stood up, and walked closer to the conversation. "And he beat you guys up like you were nothing!"

Quill rolled his eyes. "He did not beat us up that bad."

Peter gestured towards the destroyer. "He kept punching Drax in the throat!"

"He kept punching me in the throat," Drax agreed, earning a look from Quill. Drax noticed after a second, before furrowing his brow. "What? He did."

"What is he anyway?" Peter asked, removing his mask. "Who is this guy? Is he just some weird monster guy?"

"Actually," Drax piped up. "He's a being from an ancient vampiric race that feasts on the life forces of people."

Quill threw up his arms, frustrated. "Dude!" He cried.

"What? He is," Drax defended himself.

"WILL YOU PEOPLE JUST TELL ME WHAT'S GOING ON!?" Peter yelled at the top of his lungs, completely fed up.

"I am Groot," the plant said, looking at Rocket.

"Ugh, fine," the mechanical genius conceded. "Millions of years ago there was a race called the Inheritors. They named themselves that because they thought some deity gave them the right to rule the universe." The raccoon then scoffed. "Egomaniacs."

"Rocket," Gamora piped in.

"Yeah, yeah," he said. "Anyway, they declared war on the rest of universe, and they almost took over."

"What stopped them?" Spidey asked. "I mean, if they were all that powerful, what stopped them?"

"They enslaved this one race," Quill spoke up, his arms crossed as a rare, serious expression flashed across his face. "They needed to eat them in order to get more power, and if they didn't, they'd eventually just wither away."

"So they just used this race like cattle," Gamora added, "moderating it so they could be strong enough to take over."

"What was the race called?" Peter asked.

"Who cares?" Rocket fired back. "They were basically Inheritor TV dinners."

"Rocket," Gamora scolded. "That is very insensitive to that poor race of people."

"Seriously," Drax agreed. "That is mean. You should feel ashamed."

"Ok, yeah, right," Rocket brushed off.

"No, really, you're very selfish," Drax pressed on.

"Ok, sure."

"You should feel terrible about yourself."

"I get it!"

"I don't believe you, you're a terrible person."

"Guys!" Quill stopped the conversation. "You are so not helping right now!" He then turned back to Peter. "Anyway, since the Inheritors were basically unstoppable, the universe only really had one option."

Peter frowned, as he thought for a moment, realization coming onto him. "They killed the slaves."

"The Inheritors kept eating others, but that only got them so far. Eventually, they just died out. Except for one, Morlun" Star-Lord stated. "He was in some kind of stasis that the rest of the race put him in as some kind of last resort to preserve them. He just woke up about two weeks ago."

"Which is why we found you," Gamora said, looking at Peter.

"Wait, me?" The brunette responded.

"Yeah, we figured out that he was set on this one trajectory," Rocket explained. "Then suddenly he changed direction out of nowhere. So, we followed the trail to where he would've been going, aaaaaand voila, annoying jackass."

"So, he was hunting me?" Peter asked, bewildered. "Why? Why does he want me so bad?"

"So... remember that race the Inheritors needed to eat?" Quill inquired.

"...yeah?" Peter uneasily responded.

"Well, we did some tests on you when we first picked you up, and, uh, your DNA is almost identical to their's."

"Wait, what?"

"Morlun thinks you're one of those old aliens, and if he eats you, he'll be almost unstoppable," Rocket clarified.

"Yeah, because he's such a pushover right now," Peter stiffly joked.

The rest of the Guardians went quiet, the air tense in the room.

"...was it something I said?" Peter asked. "Is pushover a bad word in space?"

"Kid," Quill got his attention. "What we saw today, with Morlun, that's as weak as Inheritors get.

Peter's eyes widened in sudden fear, dread taking over. "Oh my God..." he breathed.

"Things are...desperate, to say the least," Gamora chimed in.

"So, what was the plan?" Peter desperately wanted to know.

Quill cleared his throat. "Uh, what?"

Peter furrowed his brow. "The plan," he said. "You said you guys had a plan. What was the plan?"

"Oh!" Quill exclaimed. "The plan! Yeah, uh, well, it wasn't really that great, and uh, obviously we need to change things, so-"

"We were going to kill you," Drax revealed.

Quill turned to the brusier, his mouth agape, as he put his hands on his head, shocked. "Why, in the world, would you tell him that!?"

"What? We-"

"I swear to God if you say 'we were' I am going to shoot you!" Quill threatened.

Drax silently stared at Quill, thinking. He then looked at Peter. "We were. You've earned my honesty."

Peter just stared at Quill. "You were going to kill me?" He quietly let out, not able to believe that Quill would do such a thing.

Quill pursed his lips, obviously upset. "We didn't know what Morlun wanted," he said. "We just saw the rocket, we thought there was something on it that could repopulate his race or something. We figured we'd get it first and destroy it so he couldn't get it. But the only thing we found was...you."

Peter sighed, deeply. "I can't believe this. You wanted to kill me."

"No, he didn't," Rocket said. "None of us wanted to kill you. Until you opened your mouth at least. But if Morlun gets you, we're done."

Peter went quiet, not sure what to say. He just looked at the ground, silent.

Quill went up to him, and put his hands on the hero's shoulders. "Listen to me. We are not going to kill you. Do you understand? We are going to find another way to stop him. Ok?"

Peter had an uncertain expression on his face, not sure on what to do. "Ok," he said simply, as he turned around, and slowly walked away, leaving the rest of the Guardians alone.

They looked at each other, all of them thinking the same thing.

"What if we have to kill him?" Gamora asked, vocalizing it.

"It's not going to come to that," Quill said, adamant.

"There's like a 95 percent chance that it will," Rocket argued. "Now he doesn't deserve it, but we can't choose one guy over the universe."

"What are we suppose to do?" Quill asked, not wanting to kill the young man.

The Guardians went quiet yet again.

"I am Groot," Groot suddenly stated.

Rocket looked right at his friend, his muzzle twitching, before smiling. "That...could actually work."


	43. Chapter 43: Star Survival

**A/N: Hey everyone, nice to be able to update again. Before I get started, I would just like to say that I've seen the new Spider-Man movie (3 times) in theaters, and I absolutely love it. While some things are very different from the comics (Ned, Flash, even Vulture) I thought it works very well for the MCU, and that Spider-Man really adds to it.**

 **For those of you who may be worrying about me changing things to fit the movie, since this is unfortunately a common thing in stories about these characters, let me just say that the story is going to keep going just the way I've had it. Aunt May is an older woman, not a really attractive Italian woman, the Vulture is an old, former, government agent with an axe to grind, and not a construction worker who's disillusioned with super heroes, Flash is a big bully and not a smart bully, etc.  
**

 **At this point, this story is its own little universe, and while I will keep making references to the MCU, keep in mind that it's only up to a certain point, which is Age of Ultron and Ant-Man.**

 **Thank you again for your patience, and hopefully it won't be too long until the next update.**

* * *

"Dammit...I can't believe he got away again."

"I can."

Captain America was standing next to his dear friend Sam Wilson, the Falcon, disappointed. He was in a warehouse in the middle of Australia, frustrated. "We were too late. Again," he stated, as he looked around.

He saw the dead bodies of Hydra agents all around them, strewn about, splotches of blood staining everything in the room. Crimson coated various crates full of strange looking materials, some of which appeared to be chemicals. Bullet cases covered the stone floor, as it was obvious that the soldiers were trying to fight something off. Cap had a pretty decent idea to what it was.

"What was he doing here?" Steve asked himself, aloud, as he scratched his chin. "There's no way he's still under Hydra control. Unless..."

"Unless something went wrong," Sam finished his thought. "Very wrong."

"Hydra doesn't make mistakes," Steve said, as he walked up to a bloody and broken body. He crouched down, and quickly studied it. "At least not like this." He looked over at Sam, who was looking through some of the stuff on the tables. "Widow was able to dig up some files a while back. Hydra had their brainwashing technique down to an exact science. No one under their control would do this."

"Which means he isn't under their control anymore," Sam deduced, as he noticed a small computer terminal. He walked over to it, and started fiddling around with it.

Steve, meanwhile, couldn't help but look around at the wreckage. He couldn't help but wonder why this happened. Was Bucky just out for revenge? Or was there an actual purpose to this? Was he here for something specific?

"Hey, Cap!" Sam called. "You're gonna want to see this."

Rogers perked up, as he got up and walked over to the Falcon, looking over his shoulder to see what was on the screen. His eyes slowly widened as he read what was on it. "Oh my God..."

* * *

"So, you're the guy Cap was trying to keep under wraps."

Tony was in the kitchen of his tower, working on Bucky Barnes' arm with a portable blowtorch, and a few mini screwdrivers. The possibly former assassin was sitting still in a chair, looking dead ahead, not bothering to make eye contact with the billionaire.

"It wasn't hard to figure out what Cap was doing," Tony stated, looking at him with goggled eye. "I'm always looking at SHIELD files, and it was pretty obvious why he was trying to find the 'Winter Soldier'."

"Don't call me that," Bucky said, shortly.

Tony looked at his visitor again, a bit quietly. "Didn't realize it was a sore spot," Tony, in his own way, apologized. He kept working, sparks flying up every once in a while, as he was still a bit curious as to why the man was here in the first place. It couldn't just be because of his arm, could it?

"I...apologize..." Bucky slowly let out. "It's just been...confusing, lately. I'm not ready to hear that name right now. I don't know if I ever will be."

"I guess I understand," Tony said. "But what should I call you? Because I'm smart, but even I have trouble getting someone's attention if I don't have a name."

The man with the robotic arm went silent for a moment, thinking. Finally, he made a decision. "Bucky will be fine. I like it."

"Ok, Bucky," Tony started. "Want to tell me why you're in my kitchen?" He put down his blowtorch, as he was picking at the arm with his screwdriver. "It can't just be because of a tune up."

Bucky narrowed his eyes at Tony. "You are smart," he simply stated.

"Really?" Tony sarcastically asked. "What makes you think that? Spill it Helicopter Removal."

"I've heard about your Spider-Man issue."

Tony went dead quiet, as he froze. He stared at the man with steely eyes, a very serious look on his face. "How?" He simply asked.

"I was a spy," Bucky said. "Do you think you're the only one who can hack into SHIELD's files?"

Tony stood straight up, looking right at the known Hydra agent. "How much do they know?"

Bucky's jaw clenched, the thought of the terrorist organization still raw. "They know that Spider-Man is a person in New York. That's it."

Tony frowned, relieved, even though he knew there had to be more on him. "Why were you looking at those files anyway?"

Bucky just looked at the billionaire, unsure brown eyes gazing a hole right through him. "I was...looking for Steve's files."

Tony furrowed his brow. "Rogers? Why? I thought you two were buddy-buddy in the war? Well, until pseudo-Nazis grabbed you and made you part Terminator."

Bucky scowled, silent, obviously not appreciating the comment.

"Look, you broke into a stranger's house for a quick fix to a robot arm," Tony snarked. "If you don't like my clever remarks, you can see if Reed Richards would help you. He won't, by the way. He's busy."

Bucky thought about it for a moment, before sighing. "Fine. Just try not to be an asshole anymore."

"No promises," Tony said, as he walked over to a counter, and wiped his hands off with a cloth, getting some sweat off. "You should be all set. Although I'd wait about a week before you arm wrestle anyone."

Bucky moved the fingers on his mechanical side, and while still stoic, was pleased. "...thank you," He quietly said, not used to saying the words.

Tony simply stared at him. "Why are you here?" Tony asked again, wanting to know what the assassin wanted with Peter.

Bucky then opened up a compartment on his vest, pulling out a flash drive. He tossed it towards Tony, who caught it, before giving it a curious glance. "Hydra was making a computer program to take over satellite systems," he explained, as he stood up. "I don't know what they were going to use it for, but I destroyed all data for it after I downloaded it. I figured you would like it."

Tony's eyes widened. His own satellite systems weren't enough to find Peter. But if he was able to get a few more...

"I...I don't know what to..." Tony trailed off, as he looked up, to see that Bucky was gone, without a trace. He looked around him, only to see that he was alone once again. "Right, super spy. Of course." He looked down at the flash drive in his hand. "JARVIS."

"Yes, sir?" The AI chirped.

"Get the lab ready. Now."

* * *

"Morlun. Morlun the Space Vampire. Morlun the Space Vampire that specifically eats Spider-Men."

Peter was pacing around in the cargo hold of the Milano, mask in hand, freaking out as the reality of his situation had seemed to finally kick in. He was in space. He was in space with strangers. He was being chased around by a super powered alien who's trying to eat him. Oh yeah, and the strangers had the idea to kill him at first.

He would write a book, but he sucked at writing.

"Oh man," he groaned to himself, as he stared out a small window, looking at the stars effortlessly floating in the void, trying to find the calming effect that they should of given him, only to find paranoia and distress.

The Parker luck was kicking into overdrive. He got shot into space by a dictator and then started getting hunted down like an animal. By an alien vampire monster man. Did he mention that part? Because that seems like an important thing to mention.

"Star Trek had it waaay off," he weakly joked to himself, zoning out.

"Star Trek?"

"Ah!" Peter jumped, startled. He quickly turned around to see the large, scarred frame of Drax, who was watching the human with great curiosity. "Oh, it's you," Peter calmed down a bit, still on his guard. "So, did you guys change your mind? Are you going to kill me now?" He asked, as he stared blankly at the duel knives that Drax had stored in his boots.

Drax just shook his head, brushing off the thought as if it wasn't as serious as it was. "Quill and Groot never wished to kill you. And Rocket, Gamora, and I also do not want to kill you. Anymore."

Peter quirked an eyebrow at the destroyer. "What changed your mind?"

Drax smiled. "Your actions today, of course!" He bellowed, laughing slightly. "Without anyone asking, you went in the heat of battle to save the lives of the people around you! And when you grabbed Groot from under that monster's nose? HA!" He celebrated, making Peter jump a bit. "Priceless!"

"Oh, well, that's just what I do..." he quietly explained, not quite sure how to respond.

"Of course you have!" Drax exclaimed, still excited. "Tell me, you're a fierce warrior, how many enemies have you slain?" He asked, as he sat down on a crate in the room.

Peter's eyes widened. "Slain? Whoa whoa whoa, no, I-I don't kill people."

Drax furrowed his brow, before realization washed over his face. "Oh, you paralyze them. That is also acceptable."

"No!" Peter yelled, frustrated. "I don't paralyze them!"

"Cripple?"

"No!"

"Maim?"

"NO!"

"Then what do you do against your enemies?" Drax asked, beside himself.

"I just...beat them up," Peter answered, simply.

Drax stared at the foreign hero like he suddenly grew a second head, as he was absolutely confused.

"Like, with punches," Peter clarified. "And kicks. And I usually web them up."

"You...render them unconscious?" Drax asked.

"Yep."

Drax thought for a moment. "That's stupid."

"What?"

"They can just come back to hurt you again. They will continue to come after you. It is much simpler to kill them."

"But, that's not right," Peter defended.

"What do you mean?" Drax said. "Are you questioning my morals?"

"What? No! Of course not!" Peter quickly backtracked.

"I am a very moral person."

"I can tell."

"I love helping weaker people. Like Quill. Or an infant."

"Right, but, for me, it's wrong," the brunette continued. "I want to help people. And some of the guys I fight, they aren't bad. Not really. Some of them are just having a hard time and made a stupid choice. I have to fight them, and I have to stop them, but they can try to be better. They can't do that if they are dead."

Drax tilted his head. "And what of the ones you fight that are truly bad," he questioned. "The ones who can't be redeemed?"

Peter looked down at his feet. "They still deserve the chance."

Drax mulled over what the teenager said. "I don't agree with your code," he started. "But I can respect it."

Peter gave a slightly relieved smile, as he sat down next to Drax on the crate. "Ditto." Peter then noticed the questioning look on the green brute's face. "Oh, I mean, same for you."

The two sat in silence for a moment, staring straight ahead of them. Peter's mind was wandering, wondering if he'll ever get back home, if he'll ever see Aunt May again. Or Gwen. He really does miss her. He wished that he had figured out that he liked her a lot sooner then he did. They would've had more time together. Now he might die in space. That was a scary thought.

Peter looked over at the alien he was sitting next to, only to notice that Drax had been staring intently at his costume. "Uh, what?"

"Your suit," Drax said. "What do the markings on it mean?"

Peter looked down at his suit, taken a bit off guard with the question. "What do you mean?" He asked.

"Where I'm from, we mark ourselves, to tell our stories," Drax explained, gesturing towards his body. Peter observed the grim designs of the red marks on his body. "Each symbol tells a story. Each victory, each defeat. Each loss...the deaths of my wife and child are forever on me, and it reminds me what I have to do."

Peter frowned, as he looked at his costume. "I guess I have that too," he said, thinking about his Uncle Ben. He looked at Drax, who seemed melancholy suddenly. Peter couldn't help but feel bad, he knows what it's like to lose people you loved. He wasn't quite sure what to say, or if there was even anything he could say. Instead, he just put his hand on the destroyer's shoulder, trying to show some form of comfort to a person that obviously wasn't used to it.

"So what was that trek you mentioned?" Drax asked.

Peter didn't get it. "Trek?"

"You said something about a 'Star Trek'. What is that?"

Peter smirked. "My friend, let me tell you a tale."

* * *

"All of our fronts on the eastern side have been hit."

Wilson Fisk had his arms crossed behind his back, as he looked out the window of his penthouse office in Fisk Tower. The Kingpin of Crime had a grimace on his face, not happy about the news.

"Mister Rose, I'm going to ask you to repeat yourself," Fisk said, his voice low and dangerous. "For a moment, I thought you said that all of my fronts for drugs, weapons, and other frowned upon activities have been stolen from."

The Rose, his purple mask covering the frown on his face, stood still. "...I am sorry sir."

Fisk whipped around towards his right hand man. "Sorry!?" He boomed. "Sorry!? Someone out there knows every single location for my fronts, has been stealing from them, and all you can think of is 'sorry!?"

The Rose didn't react at all, as Fisk came closer to him, the crime boos fuming as he towered over him. The Rose's eyes were steely, as he felt any emotion at all from him would provoke Fisk even more.

Evidently, he was right, as Fisk scoffed, turning back around, walking back towards the window. "Find everyone in charge for each of those locations. Make an example of them. Tighten up security for the places that haven't been hit yet," Kingpin curtly ordered. "You're dismissed."

"Yes, sir," Rose confirmed, as he quickly made his way out of the office, closing the large double doors behind him.

Kingpin, meanwhile, was still contemplating. Who would be brave enough to attempt this? Who would so openly go against him like this? He hasn't had many problems since he took over Silvermane's territory, which only made these attacks frustrate him even more.

There's only one thing he was sure of. Someone knew about his operations. And they were using that to their advantage.

The more he thought about it, the more he realized that he was sure of two things. That someone knew of his operations, and that once he found out who it was, he was going to have them killed in the most painful way possible.

* * *

"Ugh, how much farther is this place?"

"I don't know, but shut up."

"That's rude! You jerk."

Quill, Rocket, Gamora, and Groot were in the cockpit of the Milano, soaring through the cosmos, as Quill and Rocket were bickering like usual, both at the controls.

"You keep asking every five minutes!" Quill replied. "It gets aggravating."

Rocket rolled his eyes. "Well, sorrrrry that I'm bugging you! Ya know what bugs me? When you drive like a Grandma!"

Quill just looked forward, paying attention to his flying. "We need to make sure we have enough fuel to get there and back."

Rocket scoffed. "We have enough to go faster than this!"

The terran looked at his copilot. "For a two way trip across the galaxy?" He questioned, unimpressed.

"Uh, yeah, obviously," Rocket smugly replied. "Which is why we're able to go there in the first place!"

"If we keep a steady pace, and don't speed!" Quill argued.

"That's not how fuel works!"

"That's exactly how fuel works!"

"That's how fuel works," Gamora agreed.

"Stay out of this!" Rocket spat, turning around towards the warrior.

"Stay in this!" Quill urged, also turning towards her.

"I'm starting to regret staying in this room," Gamora sighed, as she slightly shook her head, her hands on her hips.

"Wow, ain't that something," Rocket said, turning back around. "She just doesn't appreciate us."

Quill focused back on steering. "Pfft, right?" He agreed.

"I am Groot," the plant added.

Gamora groaned in annoyance, before being interrupted by the sound of Drax, laughing loudly as he walked in with his arm around Peter's shoulders.

"So he killed all of those robots, just by asking a question?" Drax asked, still laughing.

"Well, it was a paradox, but yeah!" Peter said, earning another howl and a big slap on the back from Drax.

"This Mister Spock, I would love to fight alongside him!" He announced.

"Spock?" Quill asked, as he perked up at the name. "Are you talking about Star Trek?"

"Yes he is," Drax confirmed. "And I am very disappointed in you Quill. Why would you not tell me the greatest story of your people?"

"Well, I mean, it's great, but I didn't think you'd like it," Quill said.

"Plus, I don't know if it's the greatest story we have," Peter added. "There's Game of Thrones. Ugh, seriously, I must be so behind. I'm never going to catch up."

"I have no idea what 'Game of Thrones' is," Quill told Peter.

"Oh, right...80's..." Peter scratched the back of his head. "It's good though, trust me. Although Aunt May thinks it's a bit too...adult..."

"Anyways Quill," Drax interrupted. "I think that the 'Captain Kirk' of that tale had more of an effect on you than you realized."

Peter's eyes widened slightly, as he realized what Drax was getting at. He started flailing his arms wildly and shaking his head, urging Drax to quit it. The destroyer, however, didn't notice him.

"What do you mean?" Star-Lord asked.

Drax smirked. "Kirk had an affinity for women with green skin, as do you."

Peter facepalmed, as Gamora threw her eyebrows up. Quill froze for a second, before spinning around in his chair. The entire room stared at Drax, in shocked silence.

He noticed the looks on everyone's faces, which only confused him. "What?" Drax asked.

"I am Groot!" Groot informed him.

Drax rolled his eyes. "Embarrassed. You guys are too sensitive."

Suddenly, the ship slightly shook, catching everyone off guard. "What was that?" Peter asked, voicing everyone's thoughts.

"Did we hit something?" Rocket asked his copilot.

"I didn't see anything," Quill answered, as he checked all of his readings, making sure nothing was wrong.

Before he could do anything though, the ship rocked violently, more intensely than before, knocking everyone standing off their feet, having them crash into the chairs as they fell. Groot slid off his counter, landing on Drax's chest. With the ship still shaking, they barely got back on their feet, completely confused. The sound of metal being torn apart suddenly filled the air, each noise coming with another giant shake of the ship. Peter threw on his mask, as his spider sense was tingling

"What the hell!?" Quill cursed, as he held tightly on the controls, trying unsuccessfully to steady the ship.

"I am Groot..." Groot stated, shaking in Drax's grip.

Suddenly, the top of the cockpit ripped apart, as a blur flew in at an incredible speed, knocking back Drax and Gamora to the floor once more. The blur then stopped in front of Spider-Man, revealing itself to be none other than Morlun, who was staring at him with an intense hunger in his eyes.

"Oh no..." Peter muttered, before quickly jumping out of the room, running for his life as Morlun quickly went after him.

"Oh crap!" Rocket cried, as the vacuum of space was entering the ship, as the things around the cockpit started flying into the hole that Morlun made.

"I am Groooooot!" Groot yelled, as his pot was starting to float towards the hole, before a force field covered the hole, blocking out the vacuum and having him fall back to the floor, only for Rocket to catch him.

"Well at least that's still working," Rocket stated, looking at the force field covered hole.

"Well it's not going to for much longer," Quill yelled, doing his best to keep things under control. "Rocket, keep this ship from completely exploding. Drax, Gamora, find Morlun and keep him from eating the kid!"

"I am Groot!?" The plant asked.

"You're with me, Groot!" He said, as Drax quickly gave the potted plant to Quill, who placed him on his lap. "I'm going to adjust the intercom systems so we can hear each other at all times. Go!"

"Drax!" Gamora shouted. "Hurry up before we all die!"

"Ugh!" Drax groaned, quickly running after her. "Cease your nagging, woman!"

Meanwhile, Spidey was quickly moving through the Milano, going faster than he ever thought possible. Leaping from the wall to the ceiling as he was constantly moving forward, only barely keeping his pace as Morlun was right behind him, and a hair away from catching him. Peter was doing everything he could to remain calm, but inside he was panicking. If he gets caught, he's dead, and so is everyone else. He needs to keep moving.

"You might as well stop running," Morlun snickered, malice flooding off his voice. "It doesn't matter. I can smell your fear. I can sense your energy. I can feel your soul in the air. And I won't stop until you're mine."

"Sorry," Peter managed to say, breathing heavily as he called his robotic spider arms out to keep going as fast as he could. "But I'm just not that into you. Man I hope I haven't used that one before. Or at least too much. Quips are hard."

"I think I'm going to rip your jaw out before I eat you," Morlun thought aloud, as Peter could hear his grin.

"I'd prefer if you did-AH!" Peter cried as Morlun finally caught up to him, striking him in the back as the teenager tried to make another leap. Peter fell to the floor, rolling away from Morlun as the vampiric entity simple stood still, observing his prey. Peter sat up, seeing that he was at the end of a hallway and the only way out was blocked by the person trying to kill him.

He stared at him, the two locking eyes as Morlun slowly stepped towards him, ready to end things. The vampire's eyes glowed bright red, as it seemed he could barely contain his excitement.

"Weird monster man!"

"What-?" Morlun questioned, before Drax appeared out of seemingly nowhere, tackling him through a door into another room.

"Oh my god," Peter gasped, finally breathing as he got to his feet, with Gamora running up to him, and dragging him away from the scene. "Wait, what about Drax?"

"We don't have time, move!" Gamora demanded, as she tightened her grip around Spider-Man's arm, the two running away.

After a few moments of struggle, Drax flew back through the hole he made when he knocked down the door, crashing hard against the wall, stunned. Morlun stepped through, and took a quick look around. He scowled, as he realized that his food was escaping. He flew towards where he sensed Peter was, quickly moving through the spaceship.

"What are we doing?" Spidey asked the daughter of Thanos, as the two reached the cargo hold.

Gamora shut the gate to the room, as she pushed Peter to a certain spot.

"Whoa!" The red and gold clad hero let out, not expecting the forceful display. "What are you doing?"

"Shut up," Gamora ordered.

"But-"

"Shut. Up."

"If you knew me you'd realize how hard that is for me," Peter half-joked.

There was a loud bang at the solid steel door, and another. Eventually, a large dent popped out, as Morlun was trying to get in.

"Just stay there, and you probably won't die," Gamora told him, before she jumped behind a large pile of boxes, hiding.

"Wait, what do you mean 'probably'?" Spider-Man asked, scared.

Suddenly, Morlun broke through the gate, treating it like it was nothing more than a mild inconvenience, which wasn't far from the truth for him. "You are starting to annoy me," he growled.

"I annoy everyone," Peter told him. "Including my friends! So, since we're friends now, you don't have to kill me and we can play Xbox or something."

Morlun smirked again, approaching him. "You're still terrified of me."

"Yeah, terrified of your fashion sense," Spidey nervously quipped. "You look like an evil time lord."

"Prepare to die," Morlun said.

Taking him by surprise, Gamora leapt off the stack of boxes she was hiding behind, her sword in hand, as she landed on Morlun's back and started choking him out with her weapon. The vampire struggled to throw her off of him, trying hard to whip her off, the sword starting to cut into his neck. After a moment, Morlun grabbed her, tossing her hard against a crate, breaking it in the process as her sword flew away from her, embedding itself into the floor.

Morlun glared at Peter, once again moving towards him, as it looked like he was only getting more frustrated.

"Hey Morlun!" Gamora called. The vampire turned to see the green warrior, holding a large laser gun that she had gotten from the crate. "Thanks for this," she said, before firing at will, as she let out a mighty battle cry.

Peter jumped out of the way, as searing hot beams of light flew all around the room, hitting almost everything inside, leaving black burnt marks on whatever it touched. Morlun was dodging impossibly fast, as he almost effortlessly avoided all of them. Gamora didn't let up however, as she did have a plan.

Eventually, she saw her opportunity, as Morlun jumped on a particular crate she had her eye on. She immediately shot the crate, and stopped firing, confusing Morlun a bit. Soon, a high pitch sound rang from the crate, before it exploded, destroying the wall to that section of the cargo hold, exposing them to the vacuum of space once more. Morlun was desperately clawing into the floor, trying to stay inside, only to get dislodged when one of the many boxes that were flying out hit him in the face, as he was sucked out into the void.

Gamora had grabbed onto her sword, still stuck in the floor, as Spider-Man was sticking to a wall, using all of his will to stay in the ship. Eventually though, that wasn't enough, as the suction of space pulled him towards the hole.

"Oh god oh god oh god oh god!" Peter panicked, before shooting a few web lines at the floor at the last second, tethering him to the ship as he floated in the air, flailing around partly because of the ship shaking from the damage it's received, and partly because he was being sucked into space. He was already finding it a bit hard to breath, as he tried to pull himself back into the ship, as the force field repair system of the ship was slowly covering the hole Peter flew out of. Peter was just thankful that the system seemed to be damaged a bit, as it was not moving nearly as fast as it should be, giving him a small chance to get back inside.

Inside the cargo hold, Gamora was still holding tightly onto her sword, as she kept looking behind her to make sure the young hero was still with her. Soon though, she felt the sword starting to come loose from the floor, making her eyes widen. "No..." she groaned, before the sword dislodged itself, making it and her fly out of the same hole. She held on tight to her weapon, hoping it would stick into something else, to no avail.

She thought she was doomed until she felt something tugging on her arm. She looked to see that Peter had let go of one of his lines, and shot another one to save her. He held on for dear life, as he slowly pulled her closer, grabbing her when he was able to. She was piggybacking on him, as he was pulling himself back to the ship with as much effort as he could. He was moving as fast as possible, the force fields still closing in over the hole. He knew he had to hurry, because if they weren't inside when the force field finally closed, they'll be dead.

Inch by inch Peter climbed, as the field continued to grow. The hole continued to get smaller and smaller, as Spider-Man continued to push himself. At the last second, Peter and Gamora was able to squeeze through back into the cargo hold, collapsing on the floor, both coughing and trying to regain their breath.

"That-ugh- that sucked," Spidey coughed, as he tore off his mask to breathe easier.

 _"Hey!"_ A voice over the intercom shouted. _"Cargo hold!"_

Gamora coughed a few more times. "Rocket?" She asked, as she slowly got back upright. "What's happening?"

 _"Oh, nothing much,"_ Rocket started. _"Except for the fact that I'm trying to keep the ship from falling apart, and it's getting harder and harder, because someone is BLOWING GIANT STINKING HOLES IN THE HULL!"_

"It's cool,Gamora did a cool thing and shot Morlun into space," Peter defended, smiling at Gamora, who gave a small grin in return.

 _"That doesn't help that all the systems are going nuts and the ship is shaking like Quill when he's had one too many."_

"He does shake a lot when he's drunk," Gamora informed Peter.

 _"I can hear you!"_ Quill chimed in.

" _Kid, I need another brain up here,"_ Rocket said to Peter, _"Go to my workshop and get me as much scrap metal as you can, then meet me in my room,"_ Rocket ordered. _"I need to build so much crap to keep us from exploding right now."_

"You're the raccoon boss!" Spidey replied, throwing his mask back on.

" _What did you say?"_

"Nothing!" The teenager said, as he and Gamora quickly made their way through the ship, eventually getting to the same hallway where Gamora and Drax had saved him in the first place.

They crossed Drax, who had just started stirring again. "Spider!" Drax happily greeted, still a bit out of it. "Glad to see you're ok! Why is the ship shaking?" The two ignored him, as they kept running to Rocket's workshop to get him the stuff he needs to fix the ship. Drax blinked at them, before he figured it out. "Oh right, we're all going to die," he slurred, as he started to stand up.

Spidey and Gamora went into Rocket's workshop, as the two quickly started grabbing every piece of metal they could find, cleaning off the table. Peter quickly webbed up a bag, as he threw every semi-important looking material into it. "Please, Rocket, I hope you know what you're doing. "

Peter saw something that looked like a motherboard leaning against a wall. Figuring it was important, the teenager quickly moved over to pick it up. When he bent over though, he felt a sudden intense flash of his spider sense. Confused, he stood up, only for a hand to break through and grab him tightly around the throat. It could only be one person.

"GAK!" Peter choked out, as his extra robot arms quickly came out of his back, and stuck themselves in between Morlun's fingers, prying them open. Peter fell down to the steel floor, breathing heavily as he tried to get the air back into his lungs once more, the little hole made by Morlun's hand quickly covered by a force field.

Gamora, seeing Morlun was still on the ship, frowned deeply. "Dammit," she cursed, before she pulled her sword out once more, ready for a fight. "Rocket!" She yelled at the intercom system. "Morlun's still on the ship!"

 _"What!?"_ Rocket chirped over the speakers. _"I thought you shot him into space?"_

"Well obviously that doesn't really matter to him!" Gamora shot back. Suddenly, the wall that Morlun's hand broke through was being bent, as the vampiric monster was bashing hard against it, the ship feeling like it's on its last legs. "He's going to get through again!"

" _He can't break that wall!_ " Rocket yelled. _"If he does the ship is done for, and so are we!"_

 _"Ugh..."_ Quill groaned over the speaker. _"I'm gonna regret this._ "

"Regret what?" Peter asked the green warrior next to him, before the ship suddenly flew at incredible speeds, flinging the two against a wall. "What's happening!?" Spider-Man cried.

"That idiot just went into hyper-space!" Gamora answered, as the ship unstably flew forward. After a few moments of uncontrollable speed, the ship crashed into something solid, having the two hit the floor hard, head first.

Peter could feel himself blacking out again, as the world around him spun until it disappeared.

* * *

Tony worked harder than he ever worked before in his life, as he was rearranging the code he had received from the Winter Soldier in his lab, desperate to finally find Peter. While incomplete, the code was still enough for him to build off of. However, the entire situation was a little dubious to him.

An apparently ex-terrorist gave him a flash drive that he had stolen from Hydra, an organization hellbent on dissolving all governments and taking over the world, in order to take over other people's satellites, and giving him enough power to trace Peter's suit across the cosmos.

Or, it was a virus that was going to destroy all the satellites and give Hydra enough of a chance to restart and take over.

"Well Rogers," he muttered to himself. "This is your friend I'm betting on. JARVIS?"

 _"Yes sir?"_ The AI chirped.

"Run maximum optimal settings on all Stark Industries satellites."

 _"Right away."_

The billionaire was able to figure out how to properly use the code Bucky gave him, and now had the power to take over any satellite system he wanted. He just had to figure out which ones. If he did this wrong, there's a very good chance that SHIELD will crack down on him, and stop the signal before it can pinpoint Peter.

"JARVIS, send the code to every non-essential government satellite."

 _"Of course. The signal is now at 3%."_

"Great, keep me updated," he ordered, as he brought up a few holographic screens and started to swipe through them, with another smaller screen with a bar on it appearing next to them. The bar had a few small red bars filling the bottom of it. "Next, take over every satellite connected to a cell tower. We gotta hurry after this, people are going to notice that they can't send emojis to each other. "

 _"Right, sir,"_ JARVIS replied. _"Signal is now at 54%."_

Tony frowned, as the bar went up, the inside now yellow and covering a little over half of it. "I was hoping it'd be stronger. Fine, we'll just have to step it up. Take over Oscorp's systems."

 _"With pleasure. Signal is now at 72%,"_ he stated, as the bar went up again, turning a darker yellow inside.

"Damn. We're already raising a lot of red flags. Eh, what's a few more I guess," he rationalized, intent on finding his intern. "Take over SHIELD's satellites."

 _"Sir, are you sure?"_

"Do it, JARVIS."

 _"Very well."_ The bar on the screen went up again, turning light green. " _Signal is now at a strong 86%, but it still can't seem to focus in on Mister Parker's location,"_ JARVIS stated. _"It seems we still need one more system."_

"But there isn't anything else!" Tony said, extremely frustrated as scrolled though the holographic screens, trying to find anything. "Except...JARVIS?"

 _"Yes sir?"_

"I don't want to hear any back talk about this."

 _"Sir?"_

"Hack Latveria's satellites," Tony ordered, stone faced.

 _"Sir, I have to advise against doing that,"_ The AI argued. _"Doom was very clear about what would happen if we crossed him again."_

"This is the only system that we don't have under our control right now," Tony argued back. "We're doing this."

 _"...very well,"_ JARVIS gave in. After a few moments, the bar completely filled up, turning dark green. " _Signal is now at 100%. Young Mister Parker's location has been locked on. I am also getting small flickers of his vital readings. He's alive, sir."_

Tony let out a deep breath, a smile coming on his face as he started chuckling. "I finally found you..." he said to himself, almost in disbelief.

 _"I must warn you sir, he is...extraordinarily far away,"_ JARVIS told him. " _Any attempts from the Avengers to retrieve him would take weeks."_

Tony considered this for a minute, thinking hard. "It's ok, JARVIS," he finally decided. "I know a faster way to get to him."

Tony pressed a few things on the holographic screen, as a few workbenches moved out of the way, a panel opening up in the floor, and a large tube coming out of it.

He realizes now that he can't get out of this. He wanted to, God did he want to, but he just can't. There was more heroes popping up by the day, a lot of who can take care of people and the world.

But there's always going to be something that someone can't do. Peter had said it best. With great power comes great responsibility.

The tube opened up, to show a sleek suit of black and gold armor. Tony stared at it, a smirk and a look of determination on his face.

There was also going to be heroes.

But there was only one Iron Man. And he is back.


	44. Chapter 44: Graveyard Shift

**A/N: Ok, obviously an explanation is in order.**

 **First off, I would like to express my deepest apologies for how long this chapter took to make. I can't imagine how frustrating it must of been to wait, and I'm sure some of you were confused by the wait.**

 **I'm just going to come out and say it: I have depression. It is something that I have dealt with for most of my life, but in the past eight months or so it has been made worse by a break-up, and the subsequent fallout from that. Long story short, a lot of people I thought were my friends turned out to not really care about me, and my ex did everything in her power to make sure that I thought as badly about myself as possible.**

 **Picking up the pieces and moving on has not been easy, and every free moment I had to write was eaten up by how awful I felt. I lost almost all motivation I had, and I couldn't pull myself out of it for a long time. Luckily, I finally got help, and started seeing a therapist for my issues. For anyone going through a similar situation, I implore you to get help, because trust me, you are worth it, and it can help you.**

 **I would like to thank everyone who still read this story and continued to support it. I expected the viewer numbers to drop down, but somehow they've been almost as strong as ever. There has also been a ton of reviews that have come in since then, and I have read each and every single one (even the nitpicky ones). I appreciate all the love and support, and I will try to write more in the future.**

 **Thanks, and I hope you enjoy the chapter! Love you guys!**

* * *

" _Calibrations are complete. You are now online."_

For a moment, Tony was surrounded by darkness.

Then, the darkness disappeared, replaced by the familiar glow of the blue HUDs that are a stable of all versions of the Iron Man armor. Double checking everything, Tony couldn't help but feel a bit at home inside his armor. But he also couldn't help but feel a bit worried.

"It feels a bit...heavier than I remember," he stated, slowly moving his arms, looking at them.

" _There have been no modifications to the armor since the last time you tested it, sir."_ JARVIS told him.

"Oh...good..."

"Sir, you seem a bit apprehensive about this."

"No, no, just...I just need to get a bit used to this. It's been a while."

Tony moved around the lab, seeing how his movements felt in the suit. He quickly adapted to the weight. He turned on his thrusters, slightly lifting himself off the ground. The black and gold suit landed down with a thud.

Tony smirked under his mask. Iron Man is here, and he is ready.

"JARVIS, what's the estimated time to get to Peter's location?"

" _With the suit's capabilities, estimated time is at around three hours. However, it should be stated that the suit is still in the prototype phase, and-"_

"That'll do, JARVIS," he cut off his AI. He walked over to a large clearing in the middle of his lab, that was created for one purpose and one purpose only. For takeoffs.

"Alright buddy," Tony started. "Let's start the countdo-"

Stark was interrupted by the sound of his systems getting a call. In his helmet, he saw the notification symbol for Steve Rogers.

"Dammit," the billionaire cursed. "JARVIS?"

 _"Answering the call, sir."_

"What? No, that is not what I-"

The call was answered. _"Tony?"_

Stark sighed. "What is it, Captain Impeccable Timing?"

 _"I know you retired-"_

"Oh boy, if you only knew-"

 _"But we need you to come to Australia and look at some information we found,"_ Steve finished.

"Oh, so that's where you've been the past week or so. Ok, how about you just transfer the data over to my computers and I'll take a look at it later."

 _"We can't do that,"_ Steve quickly said.

"And why not, exactly?" Tony asked.

 _"Because we're at an abandoned Hydra base, and their encryptions prevent any non-Hydra computers to get any information."_

"Well, that's going to have to wait," Tony said, as the ceiling to the lab started to open up, showing a tunnel that was going straight up to the roof.

 _"Tony, this is serious. From the bit me and Sam were able to decode, we got some really disturbing information. They're planning something big."_

"Sorry Cap, priorities," Tony stated, as he started to warm up his thrusters.

 _"Stark, I don't think day time drinking counts as a priority. Wait, what's that sound?"_

"I found Peter, Steve," Tony revealed. "He's alive, but he's out of our solar system, in the next galaxy over. I can get there fast, but only in an experimental suit that hasn't been fully tested with a type of arc reactor energy that may or may not actually work. It can survive take off and entering velocity, the vacuum of space, and has an oxygen system that can last for at least a year. But I don't know how well it will hold up, and I don't know what type of trouble Peter is in, so I need to go, now."

Steve was silent on the other end, obviously stunned. After a few moments, Steve cleared his throat. _"...Please save him, Tony."_

"...Can do, Rogers..."

With a deep breath, Tony turned his thrusters to full power, launching himself up into the tunnel at amazing speeds, going up the length of the tower in the blink of an eye. The panel to the roof opened up at the last possible second, just allowing enough space for Iron Man to squeeze through safely.

Tony yelled in exhilaration, never before going as fast as he was now, as he kept going straight up, soaring through the clouds that hung high above New York. Eventually, flames started to burst around his suit, as he started to go high enough to go through the atmosphere.

"Come on come on come on come on..."

Iron Man's view started to get a bit obscured by the orange color of the flames, but after a few seconds, the fire disappeared, as his view was one that was quite familiar to him.

The empty, but beautiful void of space, inter-spread with stars, asteroids, and everything in between.

Tony felt a small lump in his throat, which he quickly swallowed. "Alright Peter...I'm coming to get you."

* * *

Peter's head hurt. Really badly. He's getting really tired of being knocked out.

"So, I get his suit, right?"

"You do not get his suit. It is an important part of him. I shall take his suit."

Peter slightly groaned, his head still fuzzy from the crash. Why does this stuff keep happening?

"Why do you get to have his suit and I can't, huh?"

"Because you would do weird stuff to it. I will simply hang it on my wall, and remember the fierce, yet surprisingly weak, warrior."

"Oh come on! You know how much cool stuff I can do with it? It actually looks really advanced for humie tech."

"Will both of you idiots shut up?"

Peter groaned loudly, sitting up, and earning the attention of the three bickering guardians, Gamora, Drax, and Rocket. "You know I can hear you guys, right?"

Drax blinked. "Actually, we thought you had died."

"Yeah," Rocket agreed. "You weren't moving at all."

Gamora furrowed her brow, before looking at her two friends. "Wait...did you even check to see if he was alive?"

She stared at Drax for a second, before he turned his head, pretending not to notice her gaze. She then looked down at Rocket, who was doing the same thing, his eyes on the ground.

"You idiots didn't check if he was alive!?" Gamora exclaimed.

"Of course I did!" Rocket said.

Drax looked at the small engineer, confused. "You did?"

"Well, I poked him with this stick I found."

Gamora stared at him, blankly. "You poked him with a stick."

Peter stared at him, blankly. "You poked me with a stick?"

Drax stared at him, blankly. "You poked the spider with a stick?"

Rocket looked at the three surrounding him. "What? I poked him, he wasn't moving. That means he was dead."

Peter threw his arms up. "I'm obviously not dead!" He exclaimed.

"Well how was I suppose to know that!?" Rocket argued.

"By checking for a pulse!" Gamora answered.

"Well sorry, but I ain't a doctor!" Rocket stated.

"That's not being a doctor, that's having a brain and any sense of basic survival skills!"

"Uh, guys?" Peter interrupted.

"What!?" They both yelled.

"Where are we?"

Peter looked around, taking his mask off. He saw the flaming wreck of the Milano next to him, but past that, he saw the broken and shattered husks of various ships, all laying on a sandy and barren wasteland. The landscape was covered in broken steel, rocky mountains, and a sense of despair.

"Welcome to Sector 22," Rocket said. "Otherwise known as 'The Galaxy's Largest Ship Graveyard'.

"How...how did they all get here?" Peter asked.

"There used to be a strange gravitational phenomenon that sent all these ships crashing into the planet whenever they got close," Rocket explained. "The gravity corrected itself a few decades ago, but pirates and the like still dropped destroyed ships here. People tend to avoid it like the plague."

"Sooo..."

"Are you going to ask why we're here?" Gamora interrupted.

"...maybe..." Peter sheepishly stated.

"Simple," Rocket said, "Morlun has some sort of genetic tracking on you. So, we're gonna use you as bait, set up a trap, and make sure that he never hurts anyone ever again."

Peter's eyes widened. "You mean...you're gonna kill him?"

Drax shook his head. "We cannot kill him. I tried."

"Yeah, we all saw you try," Rocket told him. "We also all saw you get thrown into a building or six."

Drax scowled at his tiny teammate. "Well, I saw him almost eat you."

"I am Groot!"

Everyone looked over, to see the potted plant right next to the still body of Star-Lord.

"He's finally starting to wake up?" Rocket asked, as the others started to go over towards him.

"I am Groot."

"Ugh..." Quill moaned, as he began to stir. Suddenly, his eyes flew open, and he sat up as quickly as he could. "AAAH!"

He looked around for a second, before realizing that he wasn't in any immediate danger. He saw the wrecks of the ships, realizing that they made it to their destination. "Oh, good, the hyper space jump worked. We're here."

Peter looked at Gamora. "So, we did try to come here? We didn't just crash?"

Gamora rolled her eyes. "Yes, we tried to come here."

Noticing her tone, the brunette cocked an eyebrow at her. "You do realize that I have plenty of reasons to not think that, right?"

Gamora thought for a moment, before she looked back down at the ground, only to see Rocket poke Quill with presumably the same stick as before. "Ow, quit it," Quill said, slapping the stick away from him.

The green warrior looked back at the teenager. "Good point."

Quill stood up, his mouth gaping open when he saw the flaming wreckage of his ship. "The Milano!" He cried in distress, quickly stepping over to it. "My Ship! No! I didn't think the damage was this bad!"

"Well," Drax started, moving over to him and putting a firm hand on his shoulder. "You were wrong, my friend."

"To be fair, a vampire monster was wrecking it pretty badly," Peter said, looking at the ship.

"Yeah," Rocket agreed, "And then you went into hyper space. Which wrecked it even more."

"It probably wouldn't have been that bad if you were piloting slightly better too," Gamora added, with Groot in her arms.

"I am Groot," Groot stated.

"Thanks guys," Quill deadpanned. "I appreciate your loving support. Ugh, Yondu's gonna be pissed when he hears about this."

"Who?" Peter asked.

"Long story," Rocket dismissed. "Anyway, we need to get ready for Morlun. We put some space between us, but he's flarking fast."

"Right, right," Quill nodded. "Ok, time to get things set up."

"So, what's the plan, exactly?" Peter asked, putting his mask back on.

"Rocket made a special type of weapon in order to stop Morlun," Quill told him.

Rocket gave a toothy smile. "Oh yeah, the biggest bad boy that I ever created."

"I am Groot."

"I know that's saying something, that's why I said it," Rocket said, proudly. "Anyway, this gun is so damn powerful, it can take the electromagnetic energy from anywhere we point it at, and it'll turn into a pocket of dark matter."

"Whoa, really?" Peter said. "I mean, that sounds like it breaks every rule of physics."

"Pfft, maybe to you humies," Rocket said. "This gun can't kill Morlun, but it can trap him in a little inaccessible and inescapable part of the universe forever."

"Awesome!" Peter said, suddenly relived, thinking that Morlun might not be unstoppable after all. "Where is it?"

"I was doing the finishing touches on it! In my workshop! In...the...ship..." Rocket slowly realized, before everyone turned towards the flaming wreckage of the Milano. "Aw, crap."

Drax blinked, before looking at the others. "I believe that could be a problem."

Peter sighed. "Great observation, Drax," he told the destroyer.

"Of course."

"He was being sarcastic," Gamora informed him.

"No he wasn't, that was a sincere compliment," Drax argued, seemingly a bit offended by the suggestion. "I have great observational skills. Tell her how wrong she is, Spider. "

Spider-Man put his head in his hands, frustrated. "I'm going to die."

* * *

"Ok, I can do this. This isn't an issue."

Iron Man sped through the cosmos, still in the Milky Way, but getting closer to Peter all the same. The speed he was going at was incredible, the stars turning into streaks of light as he zoomed past them. Honestly, it was a lot for the billionaire to take in.

Almost too much.

"It isn't a big deal. I'm prepared this time."

Tony hasn't been in space since the Battle for New York, when Loki attacked. Tony had to throw a nuke through a wormhole. Everyone called him, and the other Avengers, heroes for it. But, Tony didn't feel like too much of a hero for long.

After the initial thrill of the Avengers being officially formed, and the battle being won, Tony only felt small. When he looked up at the army of Chitari, all of them with the express purpose of taking over the Earth, he knew that humanity wasn't anything compared to what was out there.

They were able to fend off the Chitari. Maybe they were lucky. But he wasn't dumb enough to think that they were the strongest the universe had to offer. And even if they were, Tony knew that if humanity didn't evolve, they wouldn't last.

He developed PTSD from the incident. He worried about his life, his friends, his world. He did whatever he could to protect the world, with his inventions, with the Avengers, with Iron Man.

Eventually, he got over his fear. More and more capable heroes showed up. His life was in danger more and more often. His friends...Pepper...they were always in danger because of him. He didn't see a point in going on the way he was.

And now, being back out here again...he began to see the point again. And he began to feel afraid.

To calm himself down, Tony checked the readings on his HUD, double and triple checking to make sure everything was ok. He knew he had to be extra observant while he was doing this, since he was too far away from Earth for JARVIS to be able to communicate with him, and he wasn't able to make a copy of his code before he needed the suit.

"I can do this. I can do this. I can-"

Suddenly, an alert sounded in his suit, making Tony turn to his left, only to see an asteroid flying straight at him. "Whoa!" He exclaimed, narrowly avoiding it. He looked again, to see more coming, as he had accidentally entered into an asteroid field.

They varied in size from regular rocks to giant boulders, as Tony started to brace himself, knowing that he wouldn't have the reflexes to avoid them all. He tried his best to avoid the bigger ones, narrowing dodging them, only to get hit by the smaller ones. Iron Man bobbed and weaved through the field, desperately trying to get through it in one piece, only to get himself and his systems disoriented every time one of them hit him.

Tony tried hard not to panic, having no idea how much longer he could keep up with the asteroid field. With the size of some of them, if the wrong one hit him, there's a good chance that he would be done for. And he was painfully aware of that fact.

Stark braced himself, as he noticed a few moderate sized ones coming towards him. He put his arms in front of him, blocking the impact, somewhat. When he put his arms down, he immediately saw what was likely the biggest asteroid he had seen yet, easily the size of a three story house. He didn't have time to move.

"Ah!" Tony cried, as out of instinct, he raised his palms in front of him, blasting the asteroid with his lasers, being able to cut a hole straight through the gigantic floating rock. Tony straightened out his body, as he flew straight through the hole. However, before he fully exited the asteroid, his leg snagged on a crevice inside. Although he was only stuck for a second, it was enough to send he spiraling out of control, knocking several smaller asteroids out of the way in the process.

He spun out of the asteroid field, back out into the open vastness, as he slowly stopped spiraling. He stayed still for a moment, aimlessly floating.

Tony was gasping for air, not being able to catch his breath. He assumed the worst, that the asteroids had damaged the suit enough to stop his oxygen supply, but as he looked at his readings, he saw that everything was fully functional. In fact, the asteroids didn't seem to do any damage.

Yet the billionaire couldn't breathe. And suddenly, it all made sense. This has happened before. He has having an anxiety attack.

"No, no no no no no no..." he muttered to himself, as he had lost his composure. This was it. He couldn't do this. He couldn't make it through space. He couldn't save Peter.

 _"Mister Stark."_

Tony froze, as he heard an unfamiliar voice. He cautiously looked around, looking for the source, and getting ready to fight for his life.

 _"Mister Stark? Do not worry, you are safe,"_ The voice said, soothingly.

"Who is this?" Stark demanded, a little freaked out.

 _"We have never met, but my name is Charles Xavier."_

Tony scrunched up his face in confusion. "The advocate for mutant rights?"

 _"Yes, it is a pleasure to be talking to you,"_ Xavier stated.

"Uh, yeah, about that, how exactly are we talking?"

 _"I haven't made it public knowledge, out of fear of how the regular homo sapiens would respond, but I am a telepath."_

"That...actually makes a lot of sense," Tony said. "I hate how much that makes sense."

 _"We are living in strange times,"_ Xavier said. _"I mean, I remember when you were just a simple billionaire."_

"Yeah, those were the days. Actually, I was kinda a dick back then. Hey, weird question, but how powerful are you, exactly? I'm having some trouble believing that a mutant on Earth can mentally chit chat with me."

 _"Ah, very observant, Mister Stark,"_ Charles complimented.

"I am one of the smartest people in the world. And please, all the people who telepathically talk to me call me Tony."

 _"Well Tony, I am able to communicate with you through a device called Cerebro. It was created to find other mutants, but I am currently using it to find Spider-Man."_

Tony's jaw locked up for a second. "Why?"

 _"An associate of mine heard of his situation, and asked me to search for him. But I see you already found him."_

"Yeah, but..."

 _"But you're not sure you can make it."_

"How did you-? Duh. Telepath."

 _"Tony, I know what you have faced, and how it has effected you. Do not mistake your trepidation for weakness, for you are a very strong person. But we all need help at one point or another."_

Suddenly, Tony felt calmer than he had in a while. "What...what's happening?"

 _"I am implanting a few mental suggestions to help you. They are only temporary, but they should get you to Spider-Man."_

Tony was surprised. "Th-thank you."

 _"I must warn you, they won't be around for long, and I worry that I will not be able to reach you after you get the young man. You will have to rely on your own bravery to get him back."_

"You don't sound worried," Tony noticed.

 _"That's because I know you have it. Good luck."_

Tony felt Charles' presence leave his mind. He stayed still for a moment, processing everything. "Won't let you down." With new determination, Tony zoomed past the cosmos, ready to save his intern.

* * *

"Ow, ow, ow, OW!"

"Come on Drax, you're almost there!"

Spider-Man was sitting on the dusty ground of the ship graveyard, his knees to his chest, as he watched Drax the Destroyer digging through the flaming wreck of the Milano in order to get Rocket's gun. Rocket, Groot, and Star-Lord, for their part, were cheering him on.

"Why, OW, am I the one doing this?" Drax questioned, as he dug through the burning metal. "It would make more sense for someone smaller than me to get the weapon, and squeeze through the rubble."

"Dude, you're the toughest one of us, if anyone can handle moving stuff around in fire, it's you," Quill reasoned.

"Why not Rocket?" Drax asked.

"I'm allergic to fire," Rocket said.

"Really? I could of sworn I have seen you near fire."

"Yeah, my allergies only act up when I touch it."

Drax went quiet for a moment, before looking at the furry engineer. "You are being sarcastic."

"Damn, he's learning," Rocket cursed.

"Rocket would probably get really hurt if he did it," Quill stated.

"Well, what about Groot?" Drax asked.

"I am Groot!" Groot protested.

"He's literally made of wood!" Rocket yelled.

"So?"

"WOOD IS FLAMMABLE YOU IDIOT!"

Peter sighed as he watched the argument from a distance. The realty of the situation sunk in for him a while ago, but it still didn't make him feel any better.

"Parker."

Spidey turned, to see Gamora standing next to him. "Oh, hi."

Gamora raised an eyebrow at him. "You seem...uncharacteristically quiet."

"Well, I'm not exactly feeling great right now," Peter revealed, as Gamora sat down next to him.

"What's wrong?" The warrior asked.

Peter turned his head at her, incredulous. "Seriously? You honestly have to ask? I'm in a ship graveyard acting as bait because of a talking space raccoon's plan."

"To be fair, the bait part was Groot's idea," Gamora informed him.

"Wait, seriously?" Peter asked. "I thought he was cool..." He said, dejected.

"He's probably the most level-headed of us," Gamora admitted. "But, you know, desperate times. Why are you panicking?"

Peter threw up his arms. "It's like you're not even listening. I get it, super deadly space assassin, you're probably used to dealing with this stuff."

Gamora shrugged. "This isn't really something we're used to dealing with. Sure, we've stopped universe level threats before, but those were few and far between."

"Then why are you surprised that I'm scared?"

"Because you are brave," Gamora simply said.

Spider-Man was beyond confused at the statement. "Uh, come again? I think one of my concussions got in the way of my hearing."

"I saw you on Xander throwing yourself into danger to save others, without thinking anything about it. I have seen you deal with Morlun, standing up to him as much as you possibly can. You jumped into the void of space on instinct because of me. You're brave."

Peter was stunned. "I...didn't think of it that way."

"I'm sure we can defeat Morlun," Gamora said.

"I have found it!" Drax said, triumphant.

"No you didn't, dumbass!" Rocket yelled. "That's the toilet!"

Gamora blinked. "Or we're all going to die screaming."

Spidey nodded. "Sounds about right." Peter then looked back at Gamora. "You know, you kinda remind me of this person back on Earth."

That seemed to grab the warrior's attention. "Really?"

"Yeah. She's a lot like you, actually. She's really tough, and smart, and deadly, and scary. Like, really, stupid scary. Seriously, scary."

"I'm gonna to take that as a compliment," Gamora said, a hint of ice on her voice.

"Uh, yeah!" Peter backtracked. "It totally was. And she had a long history of being alone. But she's part of a team now, and even if she doesn't like to show it, she really does care about those around her."

Gamora gave a silent stare at the teenager, before looking back at the other Guardians trying to find the weapon. "We're going to defeat Morlun," Gamora stated after a moment.

Under his mask, Spidey smiled. "Yeah. Yeah, maybe we can."

Back at the wreckage of the Milano, Drax was still fighting the flames as he dug through the scrap. He lifted up a particularly large sheet of metal, before his eyes widened. "Haha, yes!" The destroyer exclaimed in victory, as he lifted something up over his head. "The weapon!"

"Wait," Quill said, double checking to make sure it really was the gun they were looking for. "Yep, it looks like it. But just to double check, Rocket?" Quill asked. He was met with silence. Confused, Quill looked around. "Rocket?" He asked, seeing no sight of the furry engineer.

"I am Groot." Groot explained.

"What do you mean he wandered off?" Quill questioned.

"I am Groot."

"Well, did he at least say what he was doing?"

"I am Groot?"

"What do you mean 'Maybe'!?"

"I am Groot!"

"He does mumble," Drax interjected.

"Ugh!" Quill exclaimed. "He's the only one who can fix this thing! We need to get him here now before-"

Quill was interrupted by a sudden, earth shattering impact in the distance. Everyone stood at attention, as they saw a large plume of smoke by the horizon.

Peter immediately felt that familiar tingle in the back of his head. "It's him," The young hero said, grimly.

"Morlun," Gamora grimaced.

Drax stepped out of the wreckage, holding the gun in one hand, before picking up Groot with the other. "How much time do you think we have?"

Quill tapped behind his ear, summoning his helmet. "None."

After seemingly a few seconds, Morlun appeared before them, the dust around him flying wildly due to his speed. He stood still, eyeing down his prey, annoyance and anger etched on his face, unwavering.

"This game has gone on long enough," The vampire snarled. "It ends now. Spider!"

Spider-Man stared at him, his gold lenses wide.

A small smirk appeared on Morlun's face. "You're going to die."


	45. Chapter 45: Fight for Your Life

**A/N: Hey everyone, I only have two things to say before this chapter.**

 **Thank you so much for all of your understanding and support about my situation. It was really comforting to see, and I can't tell you how much I appreciate it. I will put more of an effort to get these out faster, and hopefully finish this arc soon.**

 **Secondly, if you're reading this, you've probably have seen Infinity War. I have seen in twice, and even though it destroyed my soul both times, I loved it. If you somehow haven't gotten spoiled on it yet, don't worry, I won't do anything that will give anything about it away.**

 **Enjoy!**

 **Edit: I accidentally named this chapter the same as the last, because it was a cool name for a chapter and I thought I hadn't used it yet. I renamed this chapter because of it. Sorry for any confusion.**

* * *

"You have been...aggravating."

Morlun, the vampiric being that has chased Spider-Man throughout half the galaxy, was standing only a few feet away from him now. Morlun was stoic, standing tall, but ready to pounce. The wind pushed his long coat to one side, dust from the wasteland gently floating past him. Peter couldn't help but think how ominous this entire moment was, as he stared at his enemy, the broken and dead wrecks of ships laying motionless behind him.

Peter was nervous, even as he stood alongside the Guardians of the Galaxy. And when he's nervous, there's only one thing he can do about it.

"Really? Aggravating? Me?" Spidey quipped. "Try being chased around space by a guy who's trying to eat you. Now THAT'S aggravating."

"You don't understand," Morlun stated. "There's no way you could. I am an Inheritor. My people were entitled to the universe and beyond by powers beyond your understanding. And they all withered away. I am the last of my kind, because our source of food was taken away from us. But yet, here you are. Different, yet the same. A way for me to get to the greatness I deserve. My spider totem."

"Thanks for clearing that up," Quill said, his lasers at the ready. "Everything makes much more sense."

Morlun gave a wicked smirk, and a low, bone-chilling chuckle. "It does not matter. You are beneath me. But I will grant you the best honor I can give you. I will consume you all, and let you be the energy I use to take what is mine."

"Wait!" Quill yelled in urgency, putting his hands in front of him, making Morlun stand still, confused.

"What is it, Guardian?"

"Look, I get it, you really want to eat us," Star-Lord started, a serious and grim look on his face. "But it doesn't matter right now."

Morlun quirked an eyebrow. "Why not?"

Quill slowly pointed behind the Inheritor, his eyes wide. "Because of that..."

Morlun cocked his head to the side, before turning behind him, looking at where Quill was pointing. He observed everything in his line of sight, looking up at the sky just to be sure that he didn't miss anything. Not seeing anything, he turned back around. "What are you-?"

The vampire cut himself off, as looked back at the heroes, to see only the Guardians. Spider-Man was gone.

"I can't believe that worked," Gamora said, as she drew her sword.

"Honestly?" Quill said, cocking his duel laser pistols. "I didn't think it would either. Should I say 'made ya look'?"

"I wouldn't," Gamora answered.

Morlun's eyes widened in anger. "Where. Is. HE!?"

"Made ya look!" Quill shouted, as he opened fire. Morlun charged at him, placing his arms in front of him to protect himself from the blasts, before shoulder blocking the space adventurer out of the way, sending him flying. Gamora and Drax jumped at him, only for Morlun to leap away at the last second, leaving the scene.

Drax looked at the monster leaving, before he started laughing. "That's right! Run! Run from the Destroyer! Haha! You Coward!"

"Uh, Drax?" Gamora said, tapping Drax's shoulder to get his attention. "He's not running. He's going after the kid."

Drax stared at her for a moment, considering it. "...maybe that's what he wants you to think."

"I am Groot," The potted plant stated, as he sat on the ground nearby.

Drax sighed. "Fine. Maybe he was after the Spider. But he's still scared of me."

"Uh huh, sure pal," Quill comforted, as he stretched out his arms to shake off Morlun's attack. After a quick moment of this, he turned towards the others, a new look of determination on his face. "Alright, our backs are against the wall, but this isn't the first time we fought something that was way stronger than us. And this definitely isn't the first time we were in a fight that seemed unwinnable. But we're the Guardians of the Galaxy, and hey, someone has to do this, so it might as well be us. We're gonna grab that gun, find Rocket, get it fixed, and blast that wannabe He-Man villain out of here."

The other Guardians looked at Star-Lord, with new found confidence.

"Come on," Quill said, as he started to leave the area. "Let's go save the galaxy."

"Yes!" Drax enthusiastically agreed, as he and Gamora started to follow him, with Gamora picking Groot up from the ground. The destroyer then leaned over to the daughter of Thanos. "We're going to die, yes?"

"Probably," Gamora replied, "but we might as well try our best."

"I am Groot," the plant nodded.

* * *

"Come on Parker, think, think, think."

Spider-Man was running as fast as he could, jumping and using his webs to zip through the junkyard of ships that seemed to cover the entire planet. He needed to put as much space between him and Morlun as possible. At least until he could think of a plan.

Well, he had a plan. Him and Quill agreed that Peter would try to stall Morlun for as long as possible so they can find Rocket and get the gun fixed.

Of course, Peter was the one that Morlun was after. And of course, if Morlun gets him, they lose, and the galaxy is doomed.

"Ok, maybe we didn't think this through all the way," Spidey mumbled to himself, as he perched on the broken wing of what looked like a space fighter jet. He took a quick scan of his surroundings, taking everything in. "You know, if it wasn't for the whole 'ancient alien being trying to kill me' thing, this would be the coolest moment of my life."

Spider-Man jumped off his perch, and did a handspring off a large rock nearby, flipping away to continue separating himself from Morlun.

"I mean, going on other planets, meeting aliens, finding another human who's been out here since the 80's, this is just crazy," he continued talking aloud. "Oh yeah, and who could forget meeting a space assassin, a raccoon with an arsenal, and quite possible the nicest plant ever. That can talk. Oh, and whatever Drax is. Man, that guy is...special."

A giant dust cloud was blown into the Web Head as he leapt through the air, causing Peter to pause as he landed on the overturned hull of another ship in order to get the specks of grime off of his gold lenses. "I do miss home though," he admitted. "Gwen, MJ, Harry, God help me, I even miss that old picklepuss Jonah."

Spider-Man jumped again, getting back to the task at hand. "I wonder how the Avengers are doing. I wonder if they even know that I'm ok. Oh man, I hope they didn't tell Aunt May that something happened to me. I know she was worried enough about me, I don't even want to think what would happen to her if she thought I was...I need to get back home."

"I'm afraid you'll never see it again."

Peter's spider sense went off a little too late, as Morlun appeared out of nowhere, suddenly tackling the web slinger out of mid-air and planting him hard into the ground. Pain ringed through his back, but the red and gold hero quickly wriggled out of Morlun's grasp, flipping and crouching low to the ground, facing his attacker.

Welp, so much for buying time.

"Speaking of seeing things, I can't believe you fell for the 'look behind you' bit," Spidey mocked. "Seriously, that's grade school stuff."

Morlun jumped at Peter, only for the teenager to dodge at the last second, having the monster's fist get stuck in the ground. Spider-Man then started running as fast as he could, as he saw what appeared to be a large canyon in the distance. "Bingo!"

Spidey didn't need to look behind him, he knew Morlun broke free of his distraction and was now right behind him. His spider sense wouldn't let him miss it. But if he could get in that canyon, he might be able to stall the vampire for a bit.

"I'm not surprised you're that easy to trick though!" The Web Head called back. "After all, someone tricked you into thinking that outfit was a good idea. You look like if Sherlock Holmes just stopped trying."

"These are garbs for the most elite beings in the universe!" Morlun yelled.

"Elite, huh?" The hero asked. "Still think you should try to get a refund." With that, Spider-Man finally reached the canyon, and jumped into the giant crevice, as he started to shoot web after web on the rock walls, swinging as fast as he could from his pursuer.

Morlun simply jumped in after him, leaping after the quick and agile arachnid. "I cannot believe that you have given me as much trouble as you have. You are nothing more than an insignificant pest, and I cannot wait to feast on your soul."

"You sure are a sweet talker," Peter joked, continuing to swing, hoping that his jokes would distract Morlun enough to slow him down for once. However, he could tell that it wasn't doing much. But it's important that he doesn't let Morlun get to him this time. If he freaked out like he did before, and the monster took advantage of it, he wouldn't make it out alive. And there was no one around to save him this time.

Morlun kept swiping at his prey, barely missing each time. Spider-Man knew that he wouldn't be able to do this forever. He needed something else to buy him some time. Peter looked up at the edges of the canyon, to see that some of the rocks making up the wall were loose. Peter then shot another web at where the rocks looked loosest, and pulled with all of his might. One by one, the rocks started to fall, as the large boulders started falling all around Spider-Man and Morlun. One boulder came down right on top of Morlun's head, sending him flying back down to the ground, and getting pinned down.

When the rocks stopped falling, Spider-Man landed back on the ground, looking back behind him. The rubble was starting to shuffle, but it seemed like it stopped him momentarily.

"Hey! Spider-Dork!"

Peter turned around, to see a familiar, but unexpected sight. Rocket Raccoon, holding what looked like a remote in his hands.

"Rocket?" Spidey asked. "What the heck, man!? Why did you run off!?"

"I thought I had more time before that piece of crap showed up!" Rocket explained, gesturing to the pile of boulders keeping Morlun in place. "I was going to set up some traps to give us some more time to fix up the gun. Guess I miscalculated how much time I had. By the way, great minds!"

Peter raised an eyebrow under his mask. "Great minds?"

"Yeah, you know, that humie expression. Quill loves saying it. Great minds think alike?" Rocket then held the remote in front of his face. "Although my mind tends to think a little greater," he stated, as he pressed a button. He then looked at the taller hero. "By the way, we should get out of here."

"Why?"

"Because I rigged the entire canyon to blow."

At that, the first explosion ringed out, making Peter turn around to see flames and rocks starting to fall, as the walls of the canyon started to fall apart as more and more explosions started to happen.

"Seriously Rocket!?" Spider-Man cried, as he quickly grabbed the furry mechanic and started swinging as fast as possible, trying to get out of the canyon as the entire structure started to fall apart right behind him. In only a few moments, the rate of the rocks collapsing superseded the speed that Spidey was going, forcing him to contort his body around the falling debris of the canyon, running along the side of the larger boulders before springing off them, repeating the cycle a few times before zipping away with his webs.

He barely made it out of the crumbling canyon, as he landed again on the ground, rolling for a bit and letting Rocket go in the process, and ending up with his face in the sand, as he laid on the ground.

Rocket hopped back to his feet, as he brushed off the sand from his fur. "Nice landing, kid. I almost avoided a rough landing there," he sarcastically chided.

"I think I hate you..." Spider-Man said, his voice muffled for still being in the ground. He slowly raised his head up, tired, as he felt exhausted. With a grunt of effort, the teenager pushed himself up so that he was sitting on the ground. He rolled his mask up to his nose to spit out some sand, as well as to take a few deep breaths.

Rocket was about to say something with his usual amount of tact, but when he looked at Spider-Man, and how tired he was, his expression slightly softened. He looked at the young man for a moment, mulling something in his mind, before he walked over to him. "What's up, kid?" Rocket asked. "Everything ok?"

"Huh?" Peter grunted. "Oh, yeah, yeah I'm fine, just...just needed to catch...catch my breath."

Rocket slightly nodded. "Yeah, I don't blame ya. The past few days have been crazy."

Spidey shrugged. "I don't know. Honestly, the past few years have been crazy. You think I would be used to this stuff by now. But here I am, huffing and puffing like I did back in middle school gym."

Rocket scratched the back of his head. "I guess I could've told you sooner that I was blowing the canyon."

Spider-Man looked at the tiny mechanic with blank, gold lenses.

Rocket narrowed his eyes at the teenager. "What?"

"I accept your apology."

"What? I didn't apologize."

"You totally just apologized," Peter told him, pointing a finger at him.

Rocket pushed the finger out of the way. "I did not! I did not say 'sorry' or 'my bad' or any other variant of that."

Spider-Man got to his feet, and rolled down his mask. "Come on, we got to get you to the others."

Rocket crawled up on the web head's back, and held onto his shoulders. "Alright, hope those idiots brought my gun with them. And I hope those idiots aren't too angry with me leaving."

Spider-Man took off, as he began leaping off towards where he last saw the team. "If they are, many you could try apologizing to them too."

Rocket sighed. "You and Quill. Ugh, flarkin' humies."

* * *

"So, any signs of him down there?"

Star-Lord, using his rocket boots, was up in the air, looking for any sign of his teammate. He decided to search up high, while the others looked for him on the ground.

 _"The winds of this planet make any footprints in the sand disappear in moments,"_ Drax stated over the comm line.

" _Rocket turned off his communicator,"_ Gamora interjected over the line. " _I can still track him, but the signal is very weak, and I have no way of seeing if it's 100% accurate."_

"Oh, that's just super," Star-Lord said, as he looked over the ship graveyard through the lenses of his helmet. "He decides to disappear when he knows that he's the only one who can fix the super weapon to kill the big, scary, fancy man. I am gonna strangle that little possum."

" _I am Groot?"_

"What was that, buddy?" Star-Lord said.

" _Groot said he saw something,"_ Gamora clarified.

" _I am Groot!"_

 _"Peter! In the distance, to your left!"_

Quill looked, to see Spider-Man coming in fast, zipping in between the hills and broken ships, with Rocket on his shoulders. On the ground below him, he saw the other Guardians run closer to the teen, as he started flying quickly towards them as well.

Spider-Man landed right in front of the others in a clearing of land, crouching to the ground as Rocket jumped off his shoulders. "Hey guys, look who I found! An apologetic raccoon!"

"After we're done with this, I'm gonna to find my biggest gun and stick it right up your-"

"Rocket!" The furry guardian was cut off by Quill, who landed next to the others. He tapped behind his ear, making his helmet disappear. "What the hell, man?"

"Look, I already had this conversation with the kid-"

"Oh yeah, that reminds me, why the hell are you here!?" Quill asked, turning his attention to Spider-Man. "What happened to the plan? The super awesome plan where I distract Morlun so you can run off and then distract him so we can find Rocket and..."

Quill trailed off, as he looked at Rocket, who couldn't help but give a smirk.

"Ok, never mind," Quill said, as he realized that his goal has been completed. "But Morlun's gonna get here soon, so we need to worry."

"No we don't," Rocket said, as Drax handed him the gun. "We bought ourselves some extra time."

"How?" Gamora asked.

"I blew up a canyon on top of him," he simply answered, as he pulled out a tiny screwdriver from a pouch on his belt and started tinkering with his device.

"...alright, that sounds about right," Gamora muttered, as she looked at the potted plant in her hands. Groot looked at her with innocent eyes, before shrugging his tiny branches.

"So how long should it take to fix this thing?" Quill asked.

"I don't know, maybe about a half hour. It depends on how fried the circuits and stuff is in this thing," Rocket told him, focused on the weapon in front of him.

"That seems a bit slow," Drax bluntly said.

"Oh yeah?" Rocket snarled. "Let's see you do any better."

Drax rubbed his chin. pondering for a moment, before he shrugged and moved towards the gun, deciding to try. Gamora quickly slapped him in the chest, hard enough for him to stop and react to it. "Ow!" The destroyer exclaimed. "That was uncalled for."

Gamora just rolled her eyes.

Spider-Man looked back at the other earthling. "So, what's the plan?"

Quill raised an eyebrow. "For what?"

Spidey cocked his head. "What do you mean 'for what'? For Morlun! Your plan only went up to us finding Rocket, so what do we do now?"

"Well, we wait for Rocket to fix the thing..."

"And...?"

"And we hope Morlun doesn't kill us all before he does it," Quill answered.

Peter went quiet, as he just stared at Quill. "That's it?"

"Uh, yeah? What, isn't that good enough?"

"No. Not in the slightest," Peter honestly answered.

"Oh great," Gamora piped up. "Now the kid's the voice of reason."

"Trust me, I'm as freaked out as you are about it," the web head joked.

Quill threw up his arms. "Look man, what do you want? We don't have any other options! We just have to try to hold him off until Rocket's done. Who knows, maybe we can kick his ass without it."

Drax gave a giant, bloodthristy smile behind Quill, as he drew his duel knives. "I like this plan."

"Of course you do," Spidey said, deadpan. "I still think we should think of something real quick."

Suddenly, Peter's spider sense flared up once more, making him turn around behind him. He saw as Morlun landed with ferocious velocity onto the clearing of land in front of the teenager, cracking the ground as he landed.

"Or we can do your plan," Spider-Man conceded. "That's good too."

"Yeah, that's what I thought," Star-Lord stated, tapping behind his ear to materialize his helmet. He then grabbed several, square shaped devices from a pouch in his coat, and threw them in front of the group of heroes. With a slight whirl, the devices came alive, a blue light blinking on them.

Morlun roared, and charged at them. However, the devices seemed to be pushing back at the monster, making him slow down as he tried to force his way through.

Peter was confused. "What the-?"

"Gravity field projectors," Star-Lord explained. "Put in reverse, they push people away. Usually they go flying, but Lord Asshole over there is super strong."

"Look at you, being all sciencey," Spidey joked. "See, you can think of stuff that wasn't lame in the 80's."

"We are not having the 'Footloose' conversation again," Star-Lord said, before turning to Drax. "We need to get Rocket out of here!"

"Understood!" The Destroyer shouted, as he ran over to Rocket, roughly picking him up.

"Hey, watch it!" Rocket cried, almost letting go of the weapon as he was scooped up. "I almost dropped the-"

Rocket couldn't finish his thought, as Drax chucked him as far as possible. Rocket soared through the air, having a death grip on the device as he yelled in surprised terror. With a thud, Rocket landed behind the safety of a ship that was flipped on its side, with one wing pointing straight into the air. Rocket got up, spitting out some sand and holding his head. "Hey Drax, Quill...how 'bout a little warning next time?!" He yelled into his communicator.

"Sorry," Quill said, as he was putting his lasers to full power. "We would've let you know if you were around for us to tell you."

"Wow, ungrateful much?" Rocket snidely asked.

"Rocket, you had it coming," Gamora stated, placing Groot on the ground behind her. She drew her sword and got into a fighting position, as she stared at Morlun fighting against the gravity shield. "Now fix that thing before we all get killed."

"I have been looking forward to fighting the Inheritor again," Drax said, crouching slightly, rearing to go to take on Morlun. "This time, he will feel my wrath."

Morlun roared in pure rage, as he struggled against the gravity. "THE...ONLY THING...I WILL FEEL...IS THE SPIDER'S BONES CRUSHED BETWEEN MY TEETH!"

In one last, powerful blow, Morlun punched through the gravity shield, the blow back overloading the devices and causing the devices that Star-Lord placed to explode. The force pushed the heroes back by several feet, sliding on the sand under them as they tried to keep their guard up.

"Oh god!" Peter cried, his spider sense warning him at the last second to flip out of the way, as Morlun barely missed with a fatal blow to his head.

Before Morlun could strike again, Quill opened fire, and while his guns didn't do anything in the past, he had hoped upping their power would at least stun the monster this time. And for his credit, they did. But it wasn't enough.

Morlun flinched at the impact, as it slightly stung. He stumbled a bit, surprised that he actually felt the blasts, but quickly adapted to the sensation he felt. He charged at Star-Lord, delivering a hard blow to the former ravager's chest, knocking the air out of him and sending him flying backwards. Quill tried to recover and tried to line up his shot, but was quickly interrupted by Morlun pinning him down to the ground. The vampire threw lightning quick blows at Quill's head, the impact from them barely being lessened by Star-Lord's helmet. It did not take long for Quill's helmet to be badly damaged, as one of his red lenses shattered, revealing his swelled up eye.

The monster continued his assault, his frown deep as he wanted to finish this as quickly as possible. However, his attack was cut short, as Drax tackled him off of his friend, roaring as the destroyer held him tightly, as he charged into the side of a broken down star ship. The impact dented the metal, as Drax slashed at the monster with all his might with his duel knives. After a few moments, Drax saw that he hadn't done any damage. In fact, he didn't even tear Morlun's clothes. The only thing he managed to do was make Morlun crack an amused smirk.

Drax couldn't help but get angry at this. This monster was smiling at him. Laughing at him. Because he saw Drax as weak.

Drax snarled, before throwing his knives down with an angry roar. With a loud battle cry, he balled up his fists, and began swinging with all of his strength. His anger, his rage, his feeling of duty towards the galaxy, made him stronger than ever. With blow after blow, cry after cry, Drax threw as much punishment at Morlun as possible. Each punch sank Morlun further into the ship, the dent getting bigger, the metal warping from the ferocity of the attack.

But Morlun just kept smirking. "Pathetic," Morlun dismissed, as he grabbed Drax's fist, before smacking the warrior down to the ground with his free hand. Drax shook his head, trying to clear his mind from the attack, only for Morlun to come up and punt kick him in the gut, making him fly across the large clearing of land, right over Gamora's head.

Gamora looked at Drax roughly landing on the ground, before turning back towards Morlun, sword in hand. Morlun calmly walked up to her, knowing full well that Gamora was the next challenge he had to pass. "Why bother? We both know how this is going to end."

The deadliest woman in the galaxy looked at him with icy eyes, but a with a small smile on her face. "Yes, we do," she said, before slashing her sword into the back of Morlun's leg, making him grunt in surprise and slight pain as he dropped to one knee. As quickly as possible, Gamora followed up with a series of kicks to the vampire's face, before flipping over him, landing behind him and taking out his other leg with another swift kick. Knowing that it wouldn't actually cut him, Gamora swung her sword at the back of his head as hard as possible, knocking him down to the ground, face first.

Morlun was shocked, as he pushed himself up slowly. "You...threw me off my feet?" He asked aloud, mostly to himself. He quickly got to his feet, whipping towards Gamora. "Your reputation is well earned," he coldly said, before tightly grabbing her throat, raising her in the air. He started choking her, forcing her to drop her sword as she thrashed around in his grip, trying to loosen it.

"Gamora!" Quill called, before activating his rocket boots and flying as fast as possible towards Morlun. "Let her go you creepy piece of-"

The adventurer was cut off by Morlun grabbing his throat as well, stopping him dead. Quill's exposed eye bulged as his air was cut off, as the monster began choking him as well. Morlun stared at Star-Lord, an almost emotionless look on his face. "The Spider would of been mine a long time ago if it wasn't for you. I saw you and your team of misfits as minor annoyance at first, but now it's obvious that you are a large barrier in between me and my inheritance. That's why you die today."

"Up...yours..." Quill choked out.

"Hmph," Morlun grunted. "Always the crass one."

Morlun heard a familiar roar, as he slightly turned to see Drax charging at him again. Calmly, Morlun threw Gamora at him, knocking the destroyer away before he could reach him. With his newly available hand, he grabbed the remainder of Quill's helmet and effortlessly ripped it off of him. "I like to see the life drain from my prey," he justified. "It's more...personal. Enjoyable."

"You know what else is enjoyable?"

Morlun turned, to see a large, sand covered boulder come straight towards him. The rock hit Morlun dead on, knocking him away and making him drop Quill in the process. Star-Lord took a giant breath the second he could, as he started coughing. He looked up, to see Spider-Man holding a web connected to the big rock that he used to hit Morlun. With a grunt of effort, Spidey started swinging the rock around, spinning faster and faster before letting go, throwing it right at the monster. It had once again hit Morlun, sending him flying before getting pinned between the rock and the front of another wrecked ship.

"That," Peter said. "That was enjoyable."

"Jeez!" Quill said, shocked. "Dude, I did not know you were that strong."

"Only if I eat my spinach," the Web Head quipped, before going over and picking the former outlaw up. "You ok?"

"Well, I was getting strangled, but I have had girls do much worse."

"Ok, ew," Peter muttered. "I know we agreed that I hang back so Morlun couldn't get me, but-"

"Hey, you saved me, I ain't complaining," Quill interrupted. "But keep it in the back of your mind that if he gets you, everyone dies. Cool?"

"Uh...I guess?" Spider-Man said.

"I could've worded that better."

"Yes, you could have."

Without warning, the rock that had pinned Morlun shattered into pieces, as the monster leapt out of it.

"Get down!" Peter cried, pushing Quill down, as Morlun quickly closed the distance between them, grabbing him.

"Finally!" Morlun celebrated. "I finally have my hands on you. I finally won."

"No..." Peter gasped, as Morlun's hands wrapped around his throat. Spidey had the four mechanical arms pop out of his back, having one hit Morlun in the eyes, taking him by surprise. The amount of slack on his grip was enough for Peter to force his way out, as he used the arms to jump back a few feet, putting some distance between the two.

"This is it for you," Morlun said. "No more running. No more stalling. I will devour you here. Now."

Morlun was getting ready to pounce again, only for a large beam of energy to come out of nowhere, blasting him away from the teenager. Peter looked from where the blast came from, to see a sight he never thought he'd see here.

Iron Man, his hands up and ready to fire again, as he stood ready and willing to fight. "Stay the hell away from my intern."


End file.
